The Cloudy Stars
by Fullmetalpirate
Summary: *Reviews greatly appreciated*  Sometimes a stallion just can't catch a break. That's how life is for Star, he's trying to get a job, he's incredibly nervous and worst of all he can't talk to mares. Thank Celestia for magical mishaps though.
1. I really like her mane?

The sun had just fully appeared in the horizon when the brown pegasus was awoken to the most unpleasant ringing in the world. Star Gazer utterly despised his alarm clock and that was precisely the reason he'd bought it: he'd face down a pack of timber wolves in order to shut it up.

"Ugh, why does the princess have to be so meticulous? Can't she grant me five more minutes?" He mumbled to himself as he got out of bed walked to the windowsill of his bedroom and swatted the alarm clock with a wing to make it stop its incessant ringing.

Once the alarm had been taken care of Star looked in the windowsill's reflection and noted the bizarre mane-style sleep had graced him with. Even without his glasses, he could see that the left half of his mane looked like a pseudo-mohawk while the right half looked like a messy dark brown scribble. "I'm gonna need to get a haircut soon." But for now a shower was the best solution to the bed-head, plus it would wake Star up.

(/)

After the shower, Star felt much more awake. However, the desire for sleep was now replaced by a desire to eat. "Hmm, I've only been having oats lately…" he murmured to himself as he looked through his pantry. His eyes then alighted on some bread and he decided he'd make himself a treat, "Eh, what the hay it's Friday, plus I haven't made Prench toast in a while."

Bread bag in mouth, Star went over to his stove, grabbed a large frying pan, two eggs and some milk from the fridge and set about making his breakfast. He just needed to get the whisk from the drawer. But as he did, he passed by his calendar and realized it was a new month. The month he hated the most.

Star had never been a big fan of February; it was one of the colder months and even after years of living in Ponyville he'd never acclimated to the climate, his Appleloosa blood ran deep when it came to the temperature. But that wasn't why he truly disliked this month. He really only disliked one day alone: Hearts and Hooves Day, everypony else seemed to have a special somepony while he didn't even have any mares who were friends. He sighed a little as he looked at the tacky calendar, Hearts and Hooves Day, like the other holidays on the calendar, was marked with suitable festive colors.

Star decided to ignore the calendar for now and get back to breakfast. He hoped the toast would put him in a better mood. He whisked together the eggs and milk and dunked the bread into the mixture before tossing the slices into the frying pan. He quickly fried up two slices of the bread and put them on a plate for when he was ready to eat them. However, when he reached for a third slice, his hoof only grasped empty air. "Outta bread, super… guess I'll have to- oh."

Star now remembered why he didn't make Prench toast that often anymore. An earth pony named Sweet Bun now ran the only bread stall at the market, and Sweet Bun was a mare. For a second, Star missed Crusty Loaf but then remembered it was better to deal with Sweet Bun than risk Crusty's bread. Crusty had run the other bread stall at the market, but as he got older his baking skills had gotten worse and worse. Star had been one of his last loyal customers, at least until the time Crusty baked soap into the bread. Star had coughed up bubbles for a week. After that, even Star didn't buy from Crusty anymore and Crusty retired to Trottingham.

That left Sweet Bun as the only bread seller in town. Every time Star had to go buy bread horrific scenarios played out in his head. He imagined himself sending all the bread flying or accidentally kicking dirt onto it. But all the scenarios always ended with an upset mare lashing out at Star. Thus, he'd rather avoid a mare than upset one by doing something stupid.

His thoughts were broken by the smell of smoke. He'd forgotten about the slice of bread that was frying in the pan and now it was black and smoldering. "Great, just great." He picked the pan up brought it over to the sink and let the water clean up the burnt mess. "Guess I'll just have an early lunch somewhere, but for now…" he looked at the two small pieces of Prench toast that hadn't been ruined, "this'll have to do."

After his miniscule breakfast, Star had decided it would be the best idea to study a little and reading always helped him feel less stressed. He entered his study room and looked around at the vast collection of books he had and admired his organization skills. Each shelf in the room was dedicated to a certain part of the globe: books solely about Zebrica dominated one shelf while books on Dragonia dominated another; the rest of the shelves were similar in their organization.

Keeping and reading all these books was just a part of Star's ambition to become an ambassador to the Princesses. It'd been his dream since he was a colt to see the world and now he was on that path, a path that required a book he didn't have. Star had stopped in front of the shelf that contained books about the Far East global region. "Where is it?" His eyes franticly scanned for the philosophy book but it was nowhere to be found. "I know I was reading it. I remember reading the first few chapters last night at the li-" he paused and realized he'd be making a dreaded trip today, "at the library."

(/)

The flight down to the library wasn't fun. Despite the sunny sky, the temperature was freezing. _There has to be some cosmic irony in a pegasus being miffed about the weather._ Star probably would have found the thought funnier if he wasn't shaking like a leaf. But before he became a flying popsicle, Star reached his destination: the large tree was always a nice site, it was just its resident that Star feared.

He knocked at the library's door and braced himself for the mare._ Don't say something stupid, don't say something stupid_. However, much to Star's relief it wasn't a pony that opened up the door, but rather a small reptilian creature.

"Oh heya Star, didn't expect to see anypony this early in the morning." Spike waved his claw in a friendly manner. _Oh thank Celestia, maybe I can just ask Spike for the book and the-._

"Spike, is somepony there?" came a voice from within the library. Star's spirits sank as he knew he'd have to talk with Twilight now.

"Just Star." Spike replied.

"Oh well let him in, it's freezing outside today." As Twilight spoke a gust of wind blew through the town and chilled Star to the bone. He quickly rushed into the warm confines of the library.

"I swear it's like the wendigos are out to get me." Star mumbled as he flexed his wings to get the blood rushing to them and hopefully warm them up a little. However, he stopped when he was nearly blinded by a bright flash of light. Suddenly, a light purple unicorn was standing in front of him.

"Morning Star." Twilight said with a friendly smile, always happy to have another visitor to the library. "I thought you might come by. I have to admit that's quite an interesting book you were reading last night."

"Um, y-yeah." Star nervously replied. _Please not small talk, don't start small talk._

"Especially that dualistic concept, oh what was it called again?" Twilight raised a hoof to her face as she racked her brain for the term she was searching for. Star beat her to it.

"Yin and Yang." _Ok this is work you're talking about, you can handle talking about work, just treat it like an interview, get your book and leave._

"Oh yes that's right, well let me just get that for you." As she spoke her horn glowed a magenta hue and a book coated in a similar aura flew towards them. "Here ya go."

"Th-thanks." Star stuttered.

"You ok? You sound like your teeth are chattering." Twilight was somewhat oblivious to Star's nervousness around mares.

"Y-y-yes!" Star's face was beginning to turn red out of embarrassment. "I-I, um, just think the reading is a little hard to grasp!" He lied. At this point Star just wanted the conversation to end before he said something stupid. He always felt like he'd say something stupid around mares and they'd think he was some pathetic loser pony.

"Hmm, well you're free to read here until the weather warms up a bit." Twilight replied while keeping the same friendly smile.

_Why? Why do I have to be so scared around mares? They're just other ponies! Ugh!_ Star thought, but all that came out of his mouth was a meek, "Thank you Miss Sparkle."

"Just call me Twilight. I mean you spend almost as much time as I do in the library, and I live here."

"Speaking of which," came another voice from upstairs, "I think everything's almost ready." Spike descended the stairs carrying a vast array of objects that didn't seem to relate to each other at all: a vase, a blue feather, and a griffon claw.

"Thank you Spike, just put them over there." Twilight pointed a hoof at the opposite end of the library where she had set up her personal study area, which was strewn with even more books than in the section Star was sitting in.

Looking at the bizarre heap the dragon was carrying, Star couldn't help but be curious, luckily Twilight was moving over to her side of the library, so he felt a little less awkward in talking. "Um, what exactly is all that stuff for?"

"I've been looking into some of Starswirl the Bearded's spells and have been developing a theory on variants of them. I'm going to test a variant of the amniomorphic spell I've devised. The amniomorphic spell on its own requires a specific combination of items to work. So now I'm putting my version of the spell to the test." As Twilight spoke she levitated the items into a specific position around her so that they formed a half circle in front of her.

Star got of feeling of discomfort at the mention of testing. Next to mares, tests were easily the thing that frightened him the most. While this wasn't a written test, the idea of experimental magic being tested set off an alarm in Star's head. "This... this is safe right?"

"Don't worry, the amniomorphic spell is harmless, it only slightly transfigures inanimate objects. My variant works on the same principle only..." Twilight levitated a small fern between herself and the other items, "it can also be applied to living things as well. This is also the most basic of tests, I'm just going to try and turn this fern a different color."

"Yet it still required all these components?" Star had always thought unicorn magic was a curious thing: sometimes it required ritual and sometimes it seemed as natural as flying was to a pegasus. He really did dislike not fully comprehending the intricacies of magic.

"You don't know the half of it." Spike said as he wandered around the library picking up books that had been left on the ground. "That griffon claw was especially a pain. I had to go all the way to the Everfree to get one from Zecora. Beats getting it from an actual griffon though, they seem to have a bit of a temper."

"Spike! What did we discuss about griffons?" At Twilight's words Star had a brief flashback to his mother telling him to play nice with the buffalos in Appleloosa.

"Don't judge a library by one bad book." Spike said in a tired dull tone.

"That's right, while Gilda may not have been the best…" Twilight paused searching for the correct word, "example of her race, I'm sure other griffons are just as friendly as ponies."

"Tell that to the griffon whose claw that is."

Twilight decided to ignore the snide comment and went back to her work. Meanwhile, Star, while disconcerted about the magic, wasn't too concerned. He'd seen that Twilight could handle a raging ursa minor (then again everypony had) so in his mind he reassured himself that the only thing he'd achieve by watching the spectacle would be seeing a plant change colors.

He instead decided to go back to his studies while he waited for the temperature outside to rise. But he found that he couldn't focus: the earlier talk with Twilight had jostled him. He now found himself in a state of self-loathing, angry that he could never work up the nerve to talk to mares._ I just don't get it. I mean, I like mares, but every time I talk to one I just think I'm going to make a fool of myself._

A positive thought crossed Star's mind. _Maybe I'm overthinking it, maybe mares are just like stallions._ But then a counter-thought rose up. _Then why don't you have a fillyfriend? Hay, why don't you even have a mare who's a __**friend**__?_ Suddenly, a panicked shriek broke Star's thoughts.

(/)

Star immediately looked up from his book to see Twilight get knocked back by some force. He then saw that that source was the setup of objects Twilight had made. They were encased in magic, but not the mare's usual soft purple magic. Rather, this magic was white and crackling like lightning.

"Um, is that normal?" Star said in alarm.

"I don't know! This wasn't in any of my hypotheses or theoretical examples!"

"Um, I think we might want to be running now." Spike's eyes went wide as the objects combined into a white ball of light that zoomed up to the top of the library.

"Calm down!" Twilight's words were in stark contrast to the look of sheer panic on her face, "It's not being powered by my magic, I'm sure it will disapa-OH Buck!"

Star was more shocked at hearing the mare swear than he was at the magic ball heading straight for him. What happened next sounded like the loudest thunder imaginable and looked like a miniature hurricane mixed with an explosion. The world went black on Star.

(/)

For a good minute there was no living movement in the library. Dust obscured everything. Books were scattered everywhere and collected into chaotic piles all over the floor. Suddenly, the books from one large pile were covered in a purple glow and then levitated away revealing a dazed purple mare underneath. "Ugg… ok note to self, do testing outside next time… oh no! Spike! Spike! Are you ok?" She franticly looked through the dust for her assistant.

"Oww!" came a voice from where the stairs were, "Feels like I just got bucked by Applejack."

"Oh thank goodness you're safe, you're not too badly hurt are you?"

"I think I'll live but what about-" Spike was interrupted by a muffled noise coming from another pile of books.

"Oh no! Star! Don't worry! We're coming to get you!" Twilight ran through the dust, barely able to see where she was going, levitating books from the pile as she ran. Finally, she unearthed enough books to see a pony figure buried in the books. "You alright?"

Star coughed harshly as he tried to pull himself out of the pile. "Well my body feels like it just got hit by a manticore, but aside from that I'm fine." Anger laced his voice, " Safe you said? That thing blew up right next to me! I'm amazed I'm not a pile of ash!"

"I'm really sorry Star, I had no idea the spell would do that." Twilight was now helping the pegasus out of the pile with a hoof. For some reason he felt too light for a stallion.

"Err, my book is probably buried and… why does my voice sound off?" Star now noticed that his voice sounded very different from its usual deep serious tone, now it sounded much more… gentle.

"It's probably the dust, here, let me open some windows." Twilight instantly magicked all the windows of the library open, allowing the dust to start spilling out. As it did, Twilight was able to get a better look at the other pony.

"I knew I should have left when you started doing magic. That stuff is always crazy." Star was mad now and speaking on pure emotion. "I mean, sometimes you need rituals sometime you d- why are you looking at me like that?" Star now noticed that Twilight's mouth was now nearly touching the floor. "What? Oh Celestia! Did my hair get burnt off?" Star had felt that something was up with his mane but he wasn't sure what. He brought a hoof to his forehead and felt that his mane was still there.

"Ok." Star was panicking now, something was obviously wrong. "Oh no! Did that spell turn me pink? It did, didn't it?" Star looked down at his hooves and saw they were the same brown color as always. "Ok, not my mane, not my coat… what is it?" Star looked at Twilight with panic and anxiety scrawled over his face.

"Umm Star… oh, how do I put this…" Twilight was fidgeting around uncomfortably looking at Star and then turning away.

"What? What!" Star said in desperation.

"I um… just look in the mirror and promise not to freak out." Twilight pointed to a mirror on the side of the library.

"Already freaking out here!" Star trotted over to the mirror, noting that his walking felt off. "Besides what's a mirror going to… who's the mare?" Standing in the mirror's reflection was a young brown mare with equally brown hair that was at about medium length. She wore glasses and had green eyes. At first, Star and the reflection could only stare in disbelief at each other. Then a fear overtook Star, a horrible horrible fear. His eyes and her eyes slowly moved down her body and came to rest on her flank. There, clear as day, was an all too familiar cutie mark: a star partially covered by a cloud, the one Star had gotten as a colt. "Oh no! No no no!" In sheer terror Star spastically flailed his hooves and wings around, hoping the reflection wouldn't respond: however it repeated every one of his actions. "I… how…" his eyes wildly turned back towards Twilight, "Twilight! You gotta fix this, please!"

"I… I don't know how!"

"What do you mean you don't know?"

"The spell went wild on me! I mean if I research it a little more, it may take a little bu-"

"No! Please Twilight you gotta fix this!" Star tugged at his now girlish mane trying to get it to pull off or at least wake himself up from the nightmare his life seemed to have become. "I can't be seen like this! What'll everypony think? What if my friends find out?" Star began to flap his wings, nervously bobbing up and down in the air.

"Um, Star?"

"Oh sweet Equestria! What if somepony from Canterlot finds out? They'll think I'm the biggest joke on the planet, my reputation with will be one of mockery, I'll never be able to get job or even set foot in a town without being laughed at. My life is RUINNNNEEDDDDD!"

"STAR!" Star looked down now at the mare, shocked by her use of yelling. "Just calm down, I'm sure if you just give me a few days time I'll be able to find a way to reverse the spell."

"But… but how will I get around town? How will I get food or even get home? I mean I might look like a…a… mare but my cutie mark is still the same."

"I can provide you with an invisibility spell for now, but it'll only work in close proximity to me."

"S-so what do we do then?" Desperation was now overtaking anger in Star's voice and a forlorn look was creeping across his face.

"Well…" A nervous look crossed Twilight's face. "We need to get you some clothes to cover up your cutie mark and there's only one place in town that can make clothes on the fly."

"What do you… no… just no, I already lost my outer masculinity I am not losing any more by going to that boutique!"

"Star, where else are you going to get something to cover up your cutie mark? Besides, Rarity is a good friend of mine. I'm sure she'll be able to whip something up fast." Twilight's words were meant to be comforting. But they did little for Star. His mind was now completely on the fritz trying to clutch at any escape from this nightmare. But there was nothing he could do to escape so he gave up and hung his head low.

"Let's just go to the shop." Star's voice was full of misery.

(/)

Even while invisible, Star felt like all the eyes in Ponyville were watching him. He trotted close to Twilight, the fear of being seen overriding his fear of being near a mare. At this distance he could whisper to Twilight, which he often did out of fear, "You're sure they can't see me?"

"Yes, for the 16th time, but it's kind of conspicuous when a pony is talking to herself." Twilight flashed Star and annoyed look.

"Sorry, sorry." The whispering also helped Star take his mind off the other ponies. But he still had to be careful not to hit any of them. One time his heart was nearly in his mouth when his now longer tail barely brushed against a brown pony with an hourglass cutie mark. The pony looked back for a second but appeared to have just chalked it up to the wind. Star could have sworn the pony said "Fancy that" as he walked away though.

After what felt like a vast journey they finally made it the Boutique. The door opened on its own to Twilight's knocking. "Hello? Rarity?"

"Oh, be there in a minute darling." came a voice from the back of the shop.

"Close the door! Close the door!" came Star's voice from what appeared to be thin air.

"Right." Twilight simultaneously closed the door and lifted the invisibility spell. At that moment Rarity also walked to the front of the store.

"Now Twilight what can I do for you… and your friend." Rarity stared in some confusion at Twilight and the brown mare next to her. "Who is she by the way?" Just the use of the female pronoun felt like daggers to Star.

"Ah, well this is my, er, friend from Canterlot, she's just visiting town."

"Well what's her name darling?"

"Her name it's ah um…"

"Cloudy, Cloudy Sky!" Star acted in desperation saying the first thing that came to his mind.

"Oh, what a lovely name. A bit on the melodramatic side, but who am I to talk?" Rarity walked towards them with a pose that emphasized her high-class lifestyle. Star could only feel nervous around the display as it highlighted some of Rarity's more _exotic_ aspects. "Now what can I do for you today?"

"Well _Cloudy's_ not the best with cold weather so I told her she might pick up a coat here."

"Hmm… well I don't have anything already made, but since you're asking I'm sure I could whip up something quick."

"Really? Thank you so much Rarity!"

"Please, it's nothing for a friend. Now Cloudy, if you'll just step over here. I'll need to take your measurements." Rarity gestured toward the area of the store that had three mirrors each facing each other.

"M-m-my m-measurements?" Star's face went to nearly full red at the words and it appeared as if steam would come out of his ears. Luckily, before Star let something slip Twilight intervened.

"Sorry about that Rarity, he- SHE's just a little shy, you know how some ponies are, right?" Twilight gave smile of pure apprehension.

"Not a problem at all dear. Now Cloudy, I promise I won't bite, besides, I'm sure that Canterlot tailors are much less gentle than I am." Rarity's words were meant to hold her ill feelings about her stay in Canterlot, but to Star they were filled with innuendos and all other sorts of unfunded ideas. After some prodding by Twilight, Star finally made it to the raised platform. Magicking a tape measure over, Rarity began taking Star's measurement. Needless to say it was just another check on Star's "This is a nightmare kill me now" list.

_Princesses if you can hear me right now I ask for your forgiveness… I don't know what I did but it's not worth this._ That was the thought that stuck in Star's mind the entire ordeal… his sanity wasn't in the best order right now.

(/)

"There, all done." Rarity withdrew the tape from around Star's waist. He breathed a huge sigh of relief. "Was it really that bad? I have to admit with a figure like yours, you could probably do well as a model."

That was the straw that broke the pony's back. "A muh muh m-mode- ugh too much can't brain not gxzz!" With that Star's mind finally decided to shut down to preserve what was left of his sanity. He was out before he even hit the floor.

"Oh dear, she's even worse than Fluttershy."

"He's had a rough day." Twilight levitated the unconscious pony up and over to a nearby couch.

"He?" A look a shock and confusion now resided on Rarity's face.

"Oh… um… well you see…" Twilight now had an incredibly embarrassed look on her face.

"Twilight, I think we should take a seat." Rarity looked at the unconscious mare. "We might be here a while."


	2. Diamond Butterflies

Star was walking through the halls of Canterlot Castle. He'd somehow managed to pass his ambassador exam. In fact, he'd been the only one to pass. For his great accomplishment he was going to be given the title by the princesses themselves. _I can't believe it I actually get to see the princesses._ As he walked further down the halls the Princesses came into sight: both were sitting in regal positions waiting for him to reach them. As he reached the steps before their throne he bowed in honor.

"Rise Star Gazer," came Celestia's voice "you have passed a great challenge in order to be here today. By the power vested in my sister and I we name you-"  
>"You're really going to give the title to him… or should I say <em>her<em>?" A voice that was filled with mockery came from the shadows of the room.

Star turned around in horror, ignoring the princesses, who now seemed very far away. "Who? Who said that?" More horror crept onto Star's face as the royal hall was now packed with ponies, all of them mares with terrifying smiles on their faces.

"We did." they all seemed to respond in unison, "After all why should the princesses accept a freak like you: a stallion turned into a mare? What a joke!" The unified voices now started a deafening laughter.

Star quickly turned around screaming "NO! NO! IT'S NOT TRUE! PLEASE PRINCESSES THEY'RE LYING!" Star then realized his voice wasn't his own but rather that of a mare. In a cold sweat he ran a hoof through his mane and muzzle, his mane was long now and his muzzle was rounded. As the mortifying revelation dawned on him, the laughing kept getting louder and louder. Even more horrific, he now saw the Princesses begin to snicker and laugh at him as well. The hall melted away into more mares that laughed more and more as they surrounded him, their faces twisted into nightmarish smiles. All Star could do was shrivel into a small ball while continuously crying "NO! NO! NOOO!"

He sat up drenched in sweat. He was back in the boutique but the laughter was still ringing in his ears. "Oh thank Celestia it was just-" he heard his mare voice again, "…right."

"Oh you poor thing, that sounds like you had a dreadful nightmare." Both Rarity and Twilight were standing close by with looks of worry on their faces.

"You kept murmuring in your sleep about how the mares were going to get you. We tried waking you up but you're quite the heavy sleeper." Twilight said with a nervous smile on her face.

"Right, ok, Twilight I think it's time I went home." Without even waiting from Twilight to respond, Star was rushing to the door just wishing to get away from everything.

"Now sir! Your coat still isn't finished!" Rarity cried out. Her words stopped Star in his tracks.

"Sir?" Star slowly turned his head around in shock and then he stared daggers at Twilight.

"I'm really sorry, it just slipped my tongue, I-I didn't mean to." Guilt was stretched across Twilight's face.

"Great just great! If these keeps up the whole town will know about this before sundown! Oh, what am I going to do?" Star fell to his knees and buried his head in his hooves.

Rarity came over and gave him an assuring pat on the back. "You poor thing. Twilight told me everything and I think what happened to you is absolutely mortifying. I can't even imagine having your gentlecoltery taken away, just know that we're here if you need anything."

Star tearfully looked up. "T-thank you Miss Rarity" he sniffled.

"Don't worry dear, I'm sure everything will be just fine. Twilight really is the most proficient magic user in the kingdom."

"Rarity, you know I don't like ponies talking about me that way."

"It's just a complement Twilight. Anyway, Star the coat still has a little work to do on it; it will take me a little bit to finish it. Is there anything I can get you while you wait?"

Star was shakily getting up again at this point. "D-do you have any green tea?" His voice was very meek and ironically would have made some stallions' hearts beat faster.

"Oh certainly, Twilight would you mind helping me in the kitchen to make the tea? I'll get it started but I want to finish this coat for our friend fast."

"Right, Star will you be ok in here?"

"Yes! Definitely!" Star welcomed any chance to be alone, any chance to be away from the mares. He just needed to breath.

"Ok then." Twilight said as she disappeared along with Rarity into the kitchen, leaving Star alone with the clothing and the mannequins. He slowly trotted back over the couch and fell straight on it. Despite having just woken up he felt completely drained of energy and just wanted to crawl into a dark hole where nopony would find him.

_Quite a mess you've gotten yourself into eh Star?_ He thought as he moped on the couch. _Wait, didn't Miss Rarity call you a friend? No, she was probably just being polite. I bet if it wasn't for Twilight she'd be laughing her flank off_. Then another horrifying thought crossed into Star's mind: he was a mare now. He was already aware of the fact but in the rush of the day he hadn't had time to let that fact sink it. His eyes traced the curves along his body. Rarity had been right: Star indeed had quite the body for a mare. The thought of this caused Star to turn beet red. But before he could pass out again from embarrassment he heard a noise come from the entrance. He quickly hid behind the couch praying that whoever it was wouldn't see him.

"Um, hello?" came a very small voice from the front of the store. Standing there was a yellow pegasus with a pink mane. "Rarity? Are you here?" The shy pegasus began walking around the store looking for her friend.

_Gotta get away! Gotta get to the kitchen!_ Star was crawling along the ground, hiding behind any furniture or mannequin he could find, desperately trying to get away from yet another mare. Finally he was almost to the kitchen, all that was left was a gap between the door and the mannequin. _Ok just gotta make a final rush!_ Star flapped his wings like he was running from a raging manticore, but instead of flying in a straight direction he instead veered right into the wall. _What the ha-_ was the last thing Star thought before the wall met his face. After a second of darkness he shook his head and tried to get his bearings. It was then that Fluttershy approached him.

"Oh my goodness! Are you ok?" She was very close to Star now, a look of worry upon her face.

"I-I'm fine!" Star quickly backed away from the mare desperately wishing he could just disappear.

"But you hit your head."

"I'm fine I'm just…just mpphh…" Star had been overloaded once again and had now resorted to shivering in the fetal position.

"Oh, um, I'm sorry I didn't mean to disturb you… really!" Fluttershy now had a look of pure anxiety on her face, fearful that she had done something horrible to the shaking mare in front of her. But before she could worry any further Twilight and Rarity burst back into the room.

"What is going on- Fluttershy?" Twilight rushed ahead of Rarity, completely stumped by the scene in front of her.

"Oh, I knew I forgot something." Rarity bit her lip, "I'm sorry Twilight I completely forgot, Fluttershy and I were going to the spa later today."

"It was a little mistake Rarity. Trust me I've made worse today. Now what are we going to do about Star?" Twilight nervously looked over at the shivering brown ball.

"Umm excuse me but um I was just wondering, what's going on?" Fluttershy nervously asked looking back and forth between Star and her two friends. "Did I do something wrong?"

"No Fluttershy this isn't your fault… it's mine." Twilight trotted over to Star with a face full of guilt. "Oh Star I'm so sorry."

"I-I just want to wake up." Came a small cry from the brown mare. "It's just a bad dream."

"Oh my," Fluttershy's look of worry worsened, "she sounds worse than I did that time with Philomeena."

There was that pronoun again. Star suddenly stopped shaking.

"Darling, you ok?" Rarity asked tentatively.

"She said it again." Star murmured.

"What?" Twilight asked.

"She said it." Star once again murmured. He was standing up now but his longer mane was still covering the top half of his face.

"Um, is she ok?" Fluttershy nervously asked.

There it was again, that horrible horrible word. "Stop it." Came a tense voice from Star. "Stop. Using. That. WORD!" Star's face was filled with pure hysteric anger. The look he was giving Fluttershy was one of pure malice. "I'M NOT A SHE! I'M A STALLION DAMNIT! AND IF I HAVE TO DEAL WITH THIS ANY LONGER I'M GOING TO… GOing to… oh." Star now saw that Fluttershy was on the verge of tears. He quickly shied back, ashamed of himself. He'd done the one thing he feared most: he'd upset a mare. Underlying all his fears of being near mares was his ultimate fear of upsetting one of them. He felt sick to his stomach and detested himself. "I…I'm sorry." was all he could meekly say.

"I know you've had a rough day but really, Fluttershy's a sensitive mare, you should have been more careful!" Rarity's words felt like a stake to Star's heart.

"I-I know! I was wrong!" Tears were welled up in Star's eyes now. "Oh why did this happen? I never wanted to upset anypony, especially a mare! That's why I'm nervous around them!" Star wasn't even talking to the other ponies now, he was just screaming out his thoughts. "I don't get them! WHY? Aren't they just like other ponies? Then why can't I just be friends with them? Why can't a get a fillyfriend? WHYWHYWHY?" Star ended his rant by crashing to the ground again and sobbing. The next thing he felt was a wing covering his body.

"There, there." Fluttershy snuggled Star tighter with her wing. "You just get it all out. It sounds like you've had a bad day."

"W-why?" Star sniffed as he looked up with red eyes at the pegasus that was now trying to comfort him. "I-I said horrible things to you… I hurt you." Tears once again rolled down his cheeks.

"That was just stress talking. We all have our rough days." Fluttershy thought back to that time at the Gala and continued to wing-hug the brown mare. "You just let it all out and you'll feel much better."

Star was staggeringly getting up as she said the words, with her wing still wrapped around his back. "W-why are you b-being so kind to m-me?" he sobbed.

"It's the least I can do. Besides it sounds like I said something that upset you."

For a second all Star could do was be dumbfounded. Here was a mare that he'd yelled at apologizing for nothing. But then he felt something else, a feeling of pure emotion. He fell onto Fluttershy's shoulder and let out a huge wail. Fluttershy in turn patted him on the back. "It'll all be ok just have good cry."

Meanwhile Twilight and Rarity were watching the events play out from the sidelines. Twilight just had a look a pure bafflement on her face, the day's events were now taking a toll on her as well. Rarity, however, had somehow pulled out a tissue and was dotting her teary eyes with it. "Oh, isn't it just moving?"

"I think I'm beginning to feel Star's pain… this day is just getting crazy." Twilight sighed as she rubbed her forehead trying to make sense of everything. But she too was a little touched by the scene.

After a little while Star finally stopped crying and moved off Fluttershy. His glasses had come loose during the whole ordeal so he pushed them back with a hoof. It didn't help his image much as his eyes were puffy and red, his body sagged with fatigue and his mane was sticking out in almost every direction. "Thank you miss… sorry, I didn't get your name." He said in a weak tone, his vocal cords had also taken a beating from all the crying.

"It's Fluttershy." she said in a very timid voice.

"Well, thank you Miss Fluttershy you really helped, I think I needed that." Star now had a relieved look on his face.

"Oh I'm so relieved, you really didn't seem well when I came in… if you wouldn't mind me asking now," she looked to both Star and her two friends, "um what is going on?"

Star opened his mouth to explain but Twilight stepped forward instead. " I think you need some rest, your voice probably isn't in the best order right now. I'll explain, it's my fault anyway."

"Don't be so rough on yourself Miss Sparkle." Star said in a rasping voice as he lied down on the nearest piece of furniture. "But I think you're right, my voice isn't going to hold out much longer."

Rarity then appeared once more from the kitchen levitating a saucer and a cup full of hot tea over towards Star. "Now you just rest there as long as you want and drink as much tea as you need. I must admit you have quite the instincts to know what to get for a soar throat."

"Thank you Miss Rarity." Star said as he blew and sipped on the tea. To his surprise he detected a hint of honey in the tea. While he usually enjoyed his tea straight he was glad that Rarity had been so caring in her preparation of the drink. His eyes began to close as Twilight explained the situation. This time however no nightmares came to him rather just vague dreams of stars and planets swirling in a sky that constantly shifted colors. To Star's frayed mind it was a very tranquil and relaxing dream.

When Star next awoke he was no longer on the couch but instead he was in a bed, a bed that was bit too small for him. Even with his more petite mare form, Star's hind legs easily drooped over the edge of the bed. "Where? Where am I?" Star pondered aloud as he surveyed the room. It was filled with kid stuff: coloring books, dolls, exc. His observation was ended by Rarity entering the room.

"Oh good, you're up, we were beginning to get worried, you've been out for a good few hours."

"Miss Rarity? Where am I?"

"My sister's guest room. We thought it'd be best if you slept on a proper bed and well my room…" Rarity glanced up in embarrassment thinking of the _controlled chaos_ her room was "lets just say it's not for the eyes of a gentlecolt."

"Heh, I don't exactly have gentlecolt eyes right now." Star said as he took his glasses from a nearby stand and placed them back on his head.

"Well you seem to be sounding much better now. So why don't we go downstairs I have a little snack? I'm sure you must be starving."

It was true; Star hadn't eaten anything since before he'd gone to the library and that had been early in the morning. As if on cue his stomach gave a loud grumble. "Yeah that sounds like a good plan." Red dotted Star's cheeks as he followed Rarity down the stairs. As they trotted down the stairs a single yellow pegasus looked over to them.

"Oh, Mr. Gazer are you feeling better?" Fluttershy asked in her typical nervous tone.

"Yes, much better, thank you… where is Miss Sparkle?" Star asked as he looked around for Twilight.

"She said she'd be heading back to library to start looking for a cure… it also sounded like she made quite the mess there as well."

"She told you everything as well?"

"Oh yes… I'm sorry, should I have tried to stop her?" she replied meekly.

"No, no, it's fine, after the way I acted you deserved the truth. I'm really sorry." Star bowed his head in shame, his previous actions feeling like a gaping wound.

"It's fine, after what you went through I don't blame you… I'd probably be terribly upset if I got turned into a stallion."

The idea of this fragile little mare being turned into a stallion struck Star as something he hadn't felt all day: humorous. "Y-you?" He was trying to hold back a snicker. "Whoa, and I thought my situation was bad, but you? A stallion? I-I can't even…" His mind was racing until finally he couldn't hold back the laughter any more and let out a small chuckle before he silenced himself once more. "Sorry."

"No, it's quite fine." The mare smiled back. "It is pretty funny." She now chuckled as well. Seeing the mare chuckling released all the barriers on Star's mouth and a flood of his own laughter joined Fluttershy's.

"Hahaha, knowing fate you'd probably look like that big farmer pony!" Star weezed.

"Big Macintosh?" A look of comedic shock was on Fluttershy's face for a second before she erupted in laughter again. "What…what would they even call me? Flutterguy?"

The pun was lame but Star just couldn't stop laughing "Given my name choice it'd probably something silly like Butterscotch."

Barely able to breath Fluttershy somehow was able to control her laughter a little to ask a question, "What name did you come up with anyway?"

"Cloudy Sky, I just thought of it on the spot, Twilight was stumbling on her words and it just popped into my head."

"Well, I think it's a fine name, but Star Gazer is definitely better."

The conversation was truly and enjoyable one. After the ordeals of the day Star was glad that he'd been able to have such a fun conversation. In fact he couldn't really remember the last time he'd had a conversation that was this fun. But what was most important was the thing Star wasn't noticing: he was talking with a mare without getting nervous. But before the conversation could go further Rarity walked back in, having disappeared into the kitchen to fetch the snacks. She came in levitating a tray filled with petite sandwiches and another tray holding three teacups. "Who's ready for some food?"

"Heh, I am. I may look like a mare now but I still got a stallion's stomach." Star patted a hoof to his stomach.

"And what may I ask was all that noise earlier?" Rarity sat herself and the food down at a table.

"Oh we're just…pfft" Fluttershy tried to hold back another laugh.

"We were just talking." Star said truthfully, for some reason his face was blushing a little though.

"Really?" Rarity gave them both an inquisitive look. "You know I'm sure once Mr. Gazer is back to normal you two would make quite the pairing."

"What?" They both said simultaneously continuing, "But I she/he… it's not like that!" Now both their faces were bright red.

"Oh I'm only joking, but that just now really was quite cute. Now, why don't you sit down and have some food?" Rarity levitated two stools out from under the table so that it'd be easier for the two of them to join her. They both took their respective seats, faces still glowing red. Star decided to distract himself from the awkwardness by digging into the food. He seemed to inhale one of the sandwiches in one gulp and then went for another one. "You weren't kidding about having a stallion's stomach were you dear?" Rarity said as she watched Star devour the second sandwich in the same crude manner he'd eaten the first one.

"Mmm, Miss Rarity you really do make some fine sandwiches!" Star happily said with his mouth still half full of food.

"Oh… yes… certainly dear." Rarity now had a nervous smile on her face, trying to not look appalled at the barbaric display.

"Um Rarity?" Fluttershy whispered, noticing Star's display as well.

"Yes dear I know." She looked over to Star who was now halfway done with his third sandwich. "Um Mr. Gazer?"

"Hmm?" a piece of lettuce was still stuck between his lips when he stopped eating.

"We think it might be best if you didn't eat outside too much while you're like this."

"Oh trust me I intend to stay in my house the entire time I'm like this, hopefully I won't have to go to the market to get more food until I'm back to normal."

"You won't be lonely?" Fluttershy asked.

"Eh I'm not the most sociable pony; besides, I've got plenty of books back home to read in the meantime."

"Oh, well that's a relief."

"Um, there's just one thing." Rarity raised her voice in protest.

"What is it?" Star asked.

"Well I finished you coat so you're cutie mark should be covered up but it's just that…" a look of embarrassment crossed Rarity's face.

"What?"

"Well…" Rarity produced a pocket mirror and levitated in in front of Star, "Just look."

Now to the average stallion looks weren't that big of a deal. Even to a scholarly stallion like Star he only did the basics of looking presentable: taking daily showers, brushing his teeth and brushing his hair. But with mares looks were an issue and Star definitely had a few issues. While he had only been a mare for half a day he'd managed to cause sever baggage under his eyes, his coat was unkempt and sleep had only made his mane even more disorganized. Even Star himself noticed the problem. "Geez I look like I got hit with a really ugly stick."

"It's not that bad." Rarity lied. "I'm sure with just a little care you'll be looking fine."

"I'm sorry to ask for another favor Miss Rarity but do you think you could do something about this?" Star moved a hoof through his wild mane. But unbeknownst to Star she'd tried to spruce Star up a little while he was sleeping and while she'd had a little success with his face, his mane and coat had been unwilling to budge from their unkempt nature.

"I uh don't think I'd be best suited for that dear."

"Well then who would?" Star nervously asked.

"Um, I have an idea." Came a small third voice. The other two ponies now turned to look at Fluttershy. "I know you may not like the idea Mr. Gazer, but if it's ok with you Rarity maybe he could go with me to the spa today?"

Rarity did a lightning quick turn to Star, expecting him to overload at any second. The spa, by all definitions of the term, was girly with a capital G. Even Rarity couldn't deny that it felt a little "Fru-Fru". But much to her shock Star was nodding in agreement with the idea.

"I think I should be fine as long as there's another ma-Pony there with me." Star gave a reassuring smile to both Rarity and Fluttershy. "If it's ok with you Miss Rarity?"

"Of…of course!" Rarity was still recovering from the shock of Star actually agreeing to go to the spa. Secretly she suspected there really was something going on between Fluttershy and Star. Why else would a stallion so willingly go to a spa? Then again Rarity did have a tendency to over-romanticize things.

"Well I'm done with my sandwich so I'm ready whenever you are." Fluttershy now stood up from the table having only eaten a half of one sandwich.

"Ok!" Star said with a smile on his face. "Lead the way!"

"Wait!" Rarity cried.

"What?" Star said with some alarm.

"You almost forgot your coat!" Rarity quickly levitated the coat over to Star: it was simple and black and, surprisingly, had a relatively gender-neutral design; either a mare or a stallion could easily wear it. It even had slits for Star's wings to go through.

"Wow! You made this in just a few hours?" Star said as he put the coat on, amazed by how soft and warm it was.

"Oh really, it's nothing dear. It's actually just a base design I use for most pegasi coats."

"Hmm." Star had now fully put on the coat, covering up his cutie mark and giving him a very toasty feeling. What Twilight had said earlier about him not liking cold weather had been true; she'd probably heard him complain numerous times about low temperatures whenever he came to the library on a cold day. So even after the coat's primary function of disguising Star had been fulfilled he intended to keep the coat for those cold days. "Well, I still think it's a very fine coat, thank you very much Miss Rarity." Star bowed his head in gratitude.

"It's really nothing dear." Rarity said barely able to contain here enthusiasm: she always loved it when stallions complemented her work, many of them just paid for their clothing and left. "But just so you know, when you're back to normal you really should come back so I can make the proper adjustments to the coat. I'd hate to see a product one of my customers likes get ruined simply because their build changed."

The idea of a mare getting that close to him again struck a wrong cord with Star causing his stutter to resurface for an instant. "R-r-right I'll definitely r-remember that." A look of concern crossed Rarity's face but before she could ask what was wrong another voice chimed in.

"Umm, Mr. Gazer? I'm ready whenever you are." Fluttershy stood near the front of the store patiently awaiting her companion.

"Got it." Star said, his voice losing some of its nervousness as he trotted over to the yellow pegasus. "Oh and Miss Fluttershy you can just call me Star." With that the two of them headed out for the spa.


	3. Bobbing for Apples

"So you study the Far East?" Fluttershy asked as the pair walked through the town.

"Yes, I've always wanted to explore the world and the Far East just fascinated me." Star nervously chatted with Fluttershy. Despite having his cutie mark covered up and his mind being partially distracted with the conversation, he still felt incredibly nervous walking through town, especially given his current messy appearance. But he tried to focus on the conversation at hand. "T-that's why I want to be in service to her majesty, so I can both explore the world and help Equestria."

"Wow, that sounds like such an important job… can I ask what the Far East is like?"

"Um, sure." Star's eyes were now darting between Fluttershy and the crowds around them. He chose to dive deeper into the discussion. "The Far East is far from Equestria, further than any pegasus could fly. It's an old land, its history goes back eons before Equestria was even formed."

"Oh my, is it really that old?" Fluttershy said in an inquisitive yet timid voice.

"Yes, but the most interesting part of that land is that the population isn't mainly ponies… it's dragons." Star was getting excited about going so deep into discussion about the Far East; most of his friends weren't very interested in the subject so he rarely got to talk about it. Unfortunately, this triggered one of Star's bad habits: whenever he got too into a subject, he often forgot to check the volume of his voice. Sure enough, his voice's volume was steadily climbing. But that wasn't the main problem; rather, it was his mention of dragons.

"D-d-dragons?" A fearful look sprouted across Fluttershy's face as she involuntarily started shivering.

"Yeah, that might explain why the Far East's timeline is so long, given dragon lifespans." Star had failed to notice the mare's fear; he was too focused on the conversation. "Although I've heard the Neighpon region is mainly populated by ponies. I'll probably go there first if I eve- is something wrong?" Now Star had picked up on Fluttershy's shivering.

"It…It's nothing." She meekly said.

"O-ok." Star said in an equally meek response. _Stupid! Stupid! You must have been yelling again! Darn it Star! You're finally talking with a mare and you scared her! You stupid, stupid fool!_ Suddenly, Star realized just how exposed he was in the middle of the town and all his old fears came rushing back. He was quickly beginning to regret his choice to follow Fluttershy to the spa. But at the same time he couldn't leave her; she'd been too kind to him and he couldn't stand the thought of going back on his word. Instead he walked in silence for the rest of the trip, pulling his coat very close to his body.

After what felt like another eternal walk they finally made it to the spa. However, the entrance of the spa did little to help alleviate Star's revived fears. The spa, even at the front of it, was filled with a smell that could only be described as the essence of stereotypical femininity: a mixture of bath salts, shampoos, perfumes, and other therapeutic scents. Alarms started ringing in Star's head._ Bad idea, bad idea! What if somepony sees me? I mean, it's not like I can bring my coat in with me! Uggh! What should I do? What should I do?_ "This… this is the only place I can go to?" he nervously asked Fluttershy.

"I know it's not exactly a place a sta-" Fluttershy stopped herself before she said anything that would give Star's identity away, "somepony like you would normally go to, but if Rarity couldn't fix you up this might be the only place that can… sorry." She looked down at the floor, guilt stretched across her face. Star immediately felt horrible seeing her saddened.

"Nonono, it's fine, it's fine!" he desperately said, feeling as if every word he said to her was a deadly spear. "Really, i-if you say this is the place to go then I-I'll go."

"Ok, then we should probabl-"

"Oh, hello Shy-shy!" Came a quite bouncy voice. The voice's owner was a blue pony with a pink mane and a lotus cutie mark.

"Umm, hello Miss Lotus." Fluttershy seemed to back into herself. She usually let Rarity deal with the spa ponies whenever they went here.

"Here for your usual weekly visit with Miss Rare? Where is she by the way?"

"Not today…sorry… I'm just here with my friend she needs some help with her… um… everything." Fluttershy nervously replied, each word getting harder and harder to say.

"Well I can clearly see that." Lotus looked at Star with a look that, to Star, seemed worse than a cockatrice's. "Really, I've seen stallions with better kept manes."

"Well h-SHE has had a bit of a rough day, so if you could just please help…please?" Apprehension seemed to be taking hold of Fluttershy's body. Star wasn't faring well either: he was standing stiff, his mind slowly beginning to overload again.

"Fine," Lotus sighed, "since you and Miss Rare are such loyal customers, I'll see what we can do. I'm still charging the regular price for the both of you though!" She walked back behind the doors that led to the rest of the spa to get everything ready for the spa treatment. This left the two mares very awkwardly alone in the front of the store. After a few very long seconds Star managed to get some words out.

"I-I'm scared." He was beginning to shake.

"Oh no, she's really good at what she does… they're just a little… forward here." Fluttershy nervously tried to explain. However, her use of "they're" sent shivers down Star's spine. But he saw the mare desperately trying to get hold of the situation and in turn he desperately tried to regain his composure. He took some deep breaths and pushed a hoof through his mane as he normally did whenever he was nervous: it was one of the stress relief tendencies he'd developed over the years. After a few seconds of doing this he felt a little better; Fluttershy's words, despite concerning him, were still laced with care and… friendship? _Was that what it was?_ In Star's distressed mind he couldn't make heads or tails of what was in the soft-spoken mare's voice, but it was something that helped calm him down.

"O-ok," he weakly replied, "thanks." He forced a smile onto his face.

"For what?" Fluttershy looked at him quizzically.

"For…for just helping me get through this. It hasn't even been a day yet and already it feels like the world is coming apart on me. But you've been willing to put up with me…it really does help."

"It's nothing really I'm sure anypo-" Before Fluttershy could finish two ponies came out from behind the spa's backdoors. One was the blue mare they'd seen before but the other was a pink mare with a blue mane. Star noticed they both had nearly identical cutie marks.

"See? What did I tell you Aloe? A complete mess!" Lotus wildly gestured at Star. He felt like daggers were being chucked at him.

"Oh, you're right!" said the newly arrived Pink Mare. "You're sure we can't charge extra? I think I've seen bears with less messy coats!"

"Oh girls please… be nice." Fluttershy tried to get the spa mares' attention but she was having little success. They relentlessly came very close to Star, examining his entire body.

"Oh, this is going to take forever!" Aloe said as she tussled Star's mane.

"I know! Really, don't you use conditioner at least?" Lotus said as she ran a hoof over Star's neck. He was quickly becoming overloaded again.

"Um, girls?" Came Fluttershy's meek voice.

"And the hooves, dear Celestia, it's like they've never had any work done on them!" Aloe cried.

"Girls?" Fluttershy desperately cried. Star's eyes were beginning to roll to the back of his head; he couldn't take much more prodding.

"And your face, please tell me you at least use some sort of wash!" Lotus whined, taking no notice of Star's impending collapse.

"Girls!" Came a loud voice. The shout was loud enough to shock Star back from his near breakdown. But it had been the source of the voice that had stunned all three ponies. Its source had been none other then Fluttershy, who had now lost her demure look and had adopted one of determination. "Now listen here! My friend has had a very hard day so if you upset him I'm going to be very mad! You don't want that, right?" She gave the two spa ponies the full brunt of her stare. The two spa ponies nodded their heads in agreement, their mouths still gaping open at the shock of hearing Fluttershy use such volume. They hadn't even noticed that she'd used "him" when talking about Star. "Good." Her voice was now going back to its normal soft levels. "Sta-Cloudy, are you going to be ok?"

He was still shaking nervously but at least he hadn't passed out this time. "I-I-I think, t-thanks again." He said with a weak smile. "Did… did you really mean that when you said I was your f-friend?"

A look of confusion fell on Fluttershy's face. "Of course… I mean I know we haven't know each other that long but still…"

"Ahem," Lotus coughed, "I know this is meant to be a touching moment and all but unless you enjoy tepid baths I suggest you follow us… is that ok Miss Fluttershy?" The last part of the sentence came off very meek in contrast to the first half, Lotus was even using Fluttershy's full name rather than the playful nickname she and Aloe gave all her customers.

"Right, sorry." Fluttershy replied now fully back to her timid self. She turned back to Star once more, "Are you sure you're ok?"

"I…I think so." Star weakly replied, but then he felt something powerful seize him, a happy warm feeling: camaraderie. "I'm with a friend after all." His voice once again had strength in it. With a little more confidence in his step, he walked along with Fluttershy toward the spa's back doors.

"Never mind," Lotus sighed, already annoyed at what she saw as melodramatics, "it's just like Miss Rare is here." She accompanied Aloe and the two other ponies to the back of the spa, getting the feeling it would be a long day at the spa.

To a stallion the best way to describe a spa would be a familiar world turned alien. Through the doors, the spa expanded out into a large room with an immense bath in the center and shower stalls nearby; these things should have been familiar but they were twisted into bizarre shapes and forms. Worse yet, for everything that seemed vaguely familiar, there were a dozen things that truly were foreign to the stallion mind. The most prominent issue once more was the smell: the earlier "feminine" smell now intensified, with the scent of menthol becoming dominant among all the other smells. Then, there were the shelves along the sides of the spa that were filled to the brim with countless bottles, all with fancy lettering on them. But from this distance Star couldn't make out what they said. He did however get the sinking stereotypical feeling that most of them came from Prance, or, as most stallions called it, the "Fru-Fru World Capital". Finally there were the doors: some doors were open and contained devices Star was sure were torture instruments. Yet, other doors remained closed and a few of them stood out as they retained their original wood color rather than the bright and tranquil colors that covered the rest of the spa.

But before Star had more time to ponder the curious world he had stepped into, his coat was rudely tugged on by Lotus. "Enough gawking, I swear it's like you've been to a spa before. Then again, judging by your looks, you haven't." Her words were quite snide and probably would have set a more self-conscious pony on a rage trip. "C'mon, get that coat off, it's your time here not mine."

"But I…"

"You can't take a shower with a coat on can you?" Lotus gave Star an annoyed look.

"R-right." He quickly took off his coat, which she snatched out of his teeth and chucked on her back. Star worryingly looked for Fluttershy, but Aloe had already led Fluttershy over to her stall and had disappeared to check on another spa customer. Star once again felt alone and vulnerable. He quickly entered the stall to put some distance between himself and Lotus but now he wasn't sure where to go from there. "Umm s-sorry but um what should I do?" Star said to the blue pony from behind a thin plastic veil.

"Ugh, you really are going to just be a piece of work, aren't you… what was your name again?" Lotus had a look of pure disdain on her face as she went in and turned the shower on for Star.

He immediately felt like an idiot for not remembering how to even turn a shower on. "M-m-my name? I-it's Cloudy Sk-COLD!" The initial cascade of water had been ice cold and had caused Star to almost take flight.

"Oh sorry Cloud… the water's always cold at first… did I forget to say that?" Lotus put on a look of fake innocence. To Star it was just a minor bump in the rollercoaster his day had been, but his face still blushed red from the outburst. However, a voice came from the other stall that caused Lotus to replace the innocent look with one of terror.

"Lotus, is there a problem?" came an ominous voice that was unmistakably Fluttershy's, yet at the same time it even scared Star a little.

"No problem Miss Fluttershy!" Lotus said in a very rushed and nervous tone before turning back to Star. "Just take a shower and try to get at least a little clean." She said the words between her teeth before she shut the curtain, leaving Star alone in the shower.

_Oh thank the Princesses._ Star gave a huge sigh of relief; glad that he was finally alone and away from the horror that was the spa ponies, at least temporarily. There was a little shelf in the stall that was probably meant for soap but Star just used it to hold his glasses. Glasses off, he plunged his head under the now warm stream of water and took deep breaths. Given a chance to breath Star's thoughts turned from ones of relief to ones of annoyance and anger. _What are those ponies' problems? I swear, if stallions ever did that to each other they'd both be walking away with hoof marks and black eyes! Why if I wasn't a stallion I'd have good mind to_…

"Um _Cloudy_ are you ok?" came a voice from the next stall, breaking Star out of his negative thoughts.

"Yeah but I think my personal space is going to take a while to recover." He flapped his wings as he talked to ensure every part of his body got washed. "I mean they do know about personal space right?"

"Sorry," Fluttershy's voice was laced with concern, "that's just how they are… it's part of their job, they want you satisfied so they have to find everything wrong with you."

"They satisfy you by pointing out all your flaws?" Star continued the questioning while he ran his hooves through his mane trying to get it fully soaked. By now the water falling off Star wasn't brown and murky (due to all the dust that had fallen on him during the explosion) but rather more clean and clear.

"I know it probably doesn't make a lot of sense, but it really does make everypony's life easier." Fluttershy said while trying to maintain an encouraging tone.

"Well… if you say so I think it'll work out then." Star knew she couldn't see his smile but he still beamed one as he continued to stand under the water's stream.

After what felt like a very long time, Star finally emerged from the shower. His mane and coat were now soaking wet, but at least they were clean. What he found odd was that Fluttershy hadn't come out of her shower yet. Star was certain he'd spent a good fifteen minutes in the shower and yet here he was, alone again, with only the sound of falling water to accompany him. He went over to Fluttershy's stall tentatively asking, "Um, Fluttershy? Are you almo-"

"Well, at least you're fast with your showers." Lotus stamped back over to Star, a towel on her back; his coat was nowhere in sight. "Not sure if that's a good thing or a bad thing. Either way, let's get you dry before we toss you in the tub." She pinched a part of the towel in her mouth and began rigorously drying Star off. He could only hold a confused face that was becoming all the more common as the day had progressed.

"W-why are you drying me off if I'm j-just going back into the water again?" Star cautiously asked.

Lotus sighed again as she finished drying off Star. "You honestly expect us to mix shower water with bath water?" Star's confused look only deepened. "Ugh! You're worse than that farm pony Aloe's dealing with. The bath water here is a special mix of Appaloochian mountain spring water and a specific concoction of various salts and essences. Mixing it with regular water would dilute and disrupt the mixture. But that probably all went over your head. Now, enough talk! Into the tub!" She pushed Star forward as he half-trotted, half-fell into the bath.

He emerged taking a deep breath of air. "Are you crazy? What if I'd hit my head on something?" Star complained.

"Oh, just stew on it Cloud. I'll come get you when the hoof care room is ready." She trotted away and disappeared behind one of the many mystery doors. Star really didn't like the sound of "hoof care room". For a few minutes he just sat in the tub annoyed at how brash Lotus had been treating him. _How in Equestria does Fluttershy deal with that? How does anypony deal with that? Ugg!_ He let out a sigh but as he did he felt some tension leave his body. Despite his rude entrance into the bath, the water and the strong menthol smell it carried were quite soothing. He eventually took a more relaxed position, almost floating on the water. _The staff may be a pain, but this bath is pretty nice. I wouldn't mind coming back to just sit here a while after a long day of studying._ He was broken out of his relaxation state by a loud noise coming from behind one of the closed doors. Suddenly, the door was bucked open. The source of the kick had been a somewhat familiar orange pony with long blond hair and three apples for a cutie mark.

"Consarn it!" she yelled, "Ah told you watch where you put your hooves!"

"I didn't do anything wrong!" Aloe yelled back. "Now sit back down and finish your massage!" She pointed a hoof at one of the strange devices: it looked like a sparse mattress, except one end of it had a half ellipse sticking out of it with a hole in the middle.

"Nuh Uh! Ah ain't getting near ya or any other touchy ponies at this place!"

Anger bloomed across Aloe's face. "If you're not going to get back on the bed, then I'll **make** you get back!" She rushed forward at the orange pony.

"Sister, you just made a hay of a mistake." The orange pony skillfully dropped her head, dodging Aloe's lunge and tripping her up in the process. Aloe went stumbling into the wall, getting knocked flat on her flank in the process. "Now Ah just gotta find ma stuff." She scanned the spa looking for wherever they had left her stuff but she couldn't find anything.

Her eyes stopped at Star, who by now was completely flabbergasted by the chaos that was unfolding around him. "Hey, sorry to interrupt your relaxin like this and all but ya wouldn't have happened to have seen where they put everything here?" Star could only shake his head left and right; he probably knew this place less than the orange mare did. "Horseapples! Ah gotta find ma stuff and get outta here!" By this point Aloe was recovering from her fall and was starting to get up. "Whoa nelly! Sorry mam, but A'm gonna have to cut in!" The orange mare galloped over and jumped straight into the tub, causing a huge splash in the process.

The tub, despite its large size, was still sloshing by the time Aloe had fully recovered and regained her bearings. "Where!" she snorted, turning wildly to Star, "Where did she go?" Star was terrified out of his gourd: Aloe looked like she was about to start breathing fire.

"S-s-she w-went through the d-doors!" Star pointed a shaking hoof at the door, which lead back to the front of the spa.

"Why that little! She didn't pay yet!" Aloe rushed through the front doors, leaving Star shaking in her wake.

"Oh Celestia, that was scary!" Star felt like he'd just encountered a raging hydra. As he was recovering from that ordeal the orange mare resurfaced, taking in a deep breath as she did.

"A'm with ya on that. The ponies here are a bit too intimate for ma likin… sorry if Ah interrupted your bath." She looked awkwardly around at the mess she'd caused. Water was all over the floor, bottles had been knocked off their shelves from Aloe's impact with the wall, and the door the orange mare had bucked had nearly been ripped from its hinges.

"N-n-no, trust me, anything you've done those ponies have done worse."_ Well at least I'm not the only pony who thinks those two are crazy._

"Ah knew Ah shouldn't've listened to Big Mac. Ah know ma body was hurtin a little after the zap apple harvest, but Ah thought the spa was too extreme. Ah said Ah just needed a few days rest, but he just wouldn't quit nagging me… shucks, listen to me babble on, really ain't the proper thing to do. Ah haven't even introduced maself yet… bit of an awkward setting but name's Applejack." She raised a hoof out of the water and held it out towards Star.

"C-cloudy, Cloudy Sky." Star raised a trembling hoof.

"Nice to meet ya Cloudy, can't say I've seen you around much. Ya from outta town?"

"Um, yeah." He nervously replied, still recovering from the spontaneity of the past few minutes_._ However, Applejack seemed to have picked up on his nervousness.

"Listen, Ah'm mighty sorry if Ah spooked ya. Can't really blame ya though; Ah'd be spooked too if somepony jumped in on me while Ah was takin a bath."

"It… it's nothing really." Star looked down at the water, the awkwardness of the situation shaking his mind like a rag doll.

"Well Ah still feel pretty bad about it. Tell ya what, ma family and Ah run a farm here and we sell our apples at the market. If you're going to be in town for a while and ya need some apples, they're on the house. It's the least Ah can do for causing such a mess."

Star was all too familiar with the Sweet Apple Acres' apples; they really were some of the best he'd ever had. Plus, they reminded him of his Appeloosa upbringing; they were one of the few things in Ponyville that reminded him of his childhood home. However, he usually only bought apples when the large red stallion was manning the stand at the market. He avoided it whenever Applejack was manning it: he always pictured himself causing all the apples to fall off their stands and embarrassing himself whenever she was at the stand. Yet, here she was offering the apples, for free no less. "Thank you… that sounds nice." He meekly replied, his eyes still glued to the tub's water. _Maybe she's just trying to be nice like Fluttershy?_

"Shoot, it sounds like Ah really spooked ya." A look of concern grew across Applejack's face. "Ah should probably get outta ya hair and find ma stuff." She began moving toward the edge of the tub. However, just before she got out of the tub she turned around, wanting to try and at least cheer up the distressed pony. "Ya know, Ah don't mean to be rude or anything, but ya remind me a lot of one of ma fri-"

"Applejack?" came a shocked yet soft voice. Fluttershy had finally emerged from her stall and was drying herself off. Luckily, Lotus was still in the "hoof care room". "What are you doing here?"

"Good question sugarcube, but right now, Ah ain't got time to explain." As she talked, she walked out of the tub, uncaring that she was soaking wet. Then an idea struck her. "Wait, don't ya come here a lot with Rarity?"

"Um, yes." Fluttershy nodded her head in agreement.

"Well ya wouldn't happen to know where they keep stuff would ya?"

"What kind of stuff?"

"Well like ma bags and ha-"

"Looking for something?" Aloe came back through the doors. Her breathing was labored but she had a smug look on her face. A brown hat was now perched atop her head.

"Ma hat!" Applejack yelled. "Ya give that back right now!" Applejack assumed a charging position and clopped a hoof against the ground.

"Ah-ah-ah, roughhousing won't work this time." Aloe wiggled a hoof tauntingly. "Try anything funny and your hat gets a new color. Now, why don't you listen to your brother's advice and finish your treatment?"

For a few seconds the spa was silent. Both Applejack and Aloe were unmoving in their stances; they were giving each other looks that could kill. Finally Applejack bowed her head in defeat. "Fine," her voice dripped with wounded pride as she grabbed a towel and dried herself off, "but if Ah find anything wrong with ma hat, ya best be ready to pay the price."

"Oh, perish the thought." Aloe said in a mocking tone. "Now let's get your hooves tidied up." Just as she was saying that Lotus emerged from the room she had been in.

"Ok Cloud time to get your hoo- Oh sweet Equestria! What happened in here?" Lotus distraughtly looked around the spa._ How did she not hear that racket?_ Star thought. "What happened Aloe!" She quickly turned to the other spa pony; rage now replacing shock on her face.

"Ask Miss Farmer over here." Aloe gestured a hoof at Applejack. A guilty look was stretched across the farmer's face.

"A'm mighty sorry… but ya'll were getting too touchy with the massage!" Applejack retorted.

"Well maybe is _somepony_ hadn't been fidgeting the whole time, that wouldn't have happened!" Aloe counter-retorted. "Now come on, we've got some hooves to work on." She pushed Applejack back towards the room Lotus had come from.

"You too, Cloud." Lotus beckoned Star with a hoof. He timidly left the bath and started walking over to the door, more scared of what would happen if he didn't comply with Lotus's wishes. However, before he was even a foot away from the tub Lotus raised up a hoof, a signal that he should stop. "You know how to use a towel right?" She gestured to a stack of towels that rested in a hamper next to the tub. He quickly trotted over and dried himself off, lest her earn the scorn of Lotus. While he was drying off Lotus turned over to Fluttershy, "You're done with your shower? Good! We've got some work to do on these two, so just soak in the tub and relax, somepony here has to."

"Ok." Flutteshy gave a nearly silent response as she trotted over to the tub, passing Star as she did. "It'll be fine, Applejack's there too, so she can probably help you out." She whispered before getting into the tub.

"Thanks." Star replied before he grudgingly trotted over to the door.

"C'mon, we haven't got all day, you know?" Lotus complained as she closed the door behind him. Star noted that it appeared to be thicker than the other doors.

"Shoot!" Applejack retorted. Now in the room, Star could see it held two chairs, one of which Applejack was occupying. "Ya two are so hussy-bussy A'm amazed anypony comes here."

"Amen to that." Star replied. He was very happy now that somepony shared his discomfort of the spa; it proved he hadn't gone completely insane. Both Aloe and Lotus shot Star and Applejack disdainful looks. Lotus then pushed Star forward into the vacant chair.

"Gotta admit when Ah first saw ya I figured ya were one of them hoity-toity types… no offense… wouldn't have pegged ya as being in the same boat A'm in."

"Trust me Miss Applejack, you have no idea."

"What do ya mean by tha-" she was cut off by a loud rumbling sound. Both of their faces drained of color when they saw Aloe and Lotus push over two identical hellish machines. It dawned on Star that they were the reason why Lotus hadn't heard the commotion outside and why the door was thick: the two machines were incredibly noisy and would have easily disturbed the spa's other patrons.

Star gulped and nervously turned to Applejack. "I-I thought spas were supposed to be relaxing."

"Ah did too." Applejack's face was filled with just as much fear as Star's. "Ah know we just met and all, but if we live through this, ya can have all the apples ya want."

"Alright girls." Lotus said with a wicked smile.

"Time to get your hooves nice and clean." Aloe said as both she and Lotus advanced the machines toward Applejack and Star. The two of them too mortified to move.

Meanwhile, Fluttershy was trying to enjoy the bath, but still looked nervously over at the door Star and Applejack had disappeared behind. "Oh, I really hope they're ok."

The next thing Star remembered, he was lying face down on some sort of bed; he was definitely still in the spa, the "feminine" smell lingering in the air, although the dominant smell was now lavender instead of menthol. Despite being on a bed, he could clearly see the ground, his face sticking through a hole on the bed. He tried to get up but a hoof held him down. Aloe's voice now greeted him with a sigh, "I was hoping you'd stay knocked out for the massage. It would have made both our lives easier." Star now realized he was in the room Applejack had escaped from; to confirm his fears he saw slivers of light streaming from the now-ajar door. "Just stay still and make this easy." Fatigue and annoyance laced Aloe's voice.

Her hooves once more graced Star's back, rubbing between his muscles and joints. However, as he was coming more and more back to his senses he started to tense up, remembering how Applejack had described the ponies as "touchy". A flurry of thoughts crossed Star's mind, each one causing his body to become tenser and his face to become redder. "I can't do my job if you're going to be so tense!" Aloe complained just as she started to massage Star's lower back. That was when he snapped; on instinct, his wings deployed, knocking Aloe back. His mind was now racing.

He had to get out, had to run! He franticly sat up from the massage bed. _Glasses! Where are my glasses?_ He could barely see anything, the dimmed lighting in the room not helping. However, he stopped cold at Aloe's voice, "If you think I'm dealing with another rowdy customer you've got another thing coming!" Star decided it was flight time. He rammed into the door, its hinges finally giving way as it fell with a loud thud. For a second, the light of the main spa dazed Star, but he quickly recovered and made a run for the exit. He didn't even notice Fluttershy and Applejack, both of them now soaking in the tub; Applejack now had her hat back on, uncaring if it got wet.

"Star?" Fluttershy said in shock just as Star ran out the doors to the front of the store.

"What in tarnation?" Applejack had an equally shocked look on her face. However, the look turned into a scowl as she looked back at Aloe, who seemed to be mourning the destruction of the door. "Ya were touchy again, weren't ya?"

"Oh no." Fluttershy whimpered as panic took control of her face.

_They're all crazy! I should have just stayed at home! I'm never going outside again! This is too much!_ Star burst through the front of the shop before rushing out into the street. He didn't even care now that he had neither his coat nor his glasses. He just wanted to get away from everything, especially the spa. He promptly pushed off the ground and flew into the sky, leaving four dazed mares in his wake.

Back at the library, books were still lying around in heaps and piles. Twilight didn't care about that right now though. She was completely focused on the fern in front of her. She had run all around town gathering the proper items for the spell. She had been lucky with both the feather and the claw as Rainbow Dash had been willing to part with another feather and Zecora had a few more claws at the ready. However, her mane was now reflecting her physical state: it was getting frizzy with split ends popping up here and there. But all of that didn't matter right now: her attention was fully focused on the items and the fern.

"Ok, come on Twilight, you can do this!" Her horn, which by this point had already been glowing, now became even brighter and the aura around it grew in size. A familiar purple glow surrounded the items. Twilight gritted her teeth as sweat began to cover her forehead due to the strain the spell was putting on her. However, this time the spell retained its purple color, the three items once again combining into a ball, which was also purple. "Now just have to…" Twilight slowly levitated the ball over towards the fern but just as it was about to touch the fern, a book fell from one of the piles. The ball zoomed into the fern and exploded again, kicking up another dust cloud.

Twilight coughed a bit as she struggled to her feet. This time the dust cleared much faster due to the library's windows still being open. With the dust quickly dissipating, Twilight was able to see that the fern had now changed from its normal green color to a neon pink hue. "Ok, it kicked up a little dust but it's progress. Now that I can control the spell better I should be able t-" Twilight stopped mid-sentence, her voice was off, it was much rougher and deep now. "Oh no…" she brought a shaking hoof up to her mane: it was short now. Her eyes went wide in terror before she passed out from shock.


	4. On Azure Wings

_Why?_ That was the question that pounded in Star's head as he flew away from the spa. "Flew" probably wasn't the best word to describe what he was doing though, "careened" was a much more suitable verb. When he tried to reach a higher altitude, he would instead plummet down to the ground and when he tried to fly a straight path he would serpentine instead. The end result of such erratic movements gave the impression that Star was performing a strange dance rather than actual flight. _I just need to get to the clouds and then I'll be safe! _He made another lunge for the far up clouds, but once again he fell back to the earth."No!" He swatted a hoof at the air in frustration."Why does that keep happening? I knew I shouldn't have left my glasses! I can't fly without them! Argh!" He tugged at his mane in frustration. Star's frenzied mind wasn't helping his flight much either. But he was desperate at this point, uncaring that his spastic aerobatics might attract attention from anypony down below. Luckily, it was now getting late in the day and most ponies were in their homes preparing supper for themselves.

Star tried once again to get into the clouds, this time trying to build up speed by flying straight and then turning up rapidly. But, like before, his straight line became serpentine, yet he still tried to make the climb. He ascended higher and higher, the clouds were almost within his reach when he once again plummeted back to the earth. He saw the homes below him getting closer and closer but when he tried to veer out of the way it felt like walls were blocking him in on his crash course. As he zoomed closer and closer to the a house, a voice cried out, "Hey! Watch it!" Just as he braced himself for the crash, he suddenly stopped mere inches away from the house's roof.

For a few moments he was dumbfounded as to how he came to a stop, but when he tried to fly away again he found the source of his rescue. Flying behind him was the silhouette of a pony, Star couldn't make out specific details though: the pony's coat almost perfectly blended in with the blue sky and its mane appeared to shift colors. The detail Star did notice though was that the pony was holding his tail in its mouth. "T-t-thanks." He uttered weakly, his nerves now completely shot from the near crash.

"What were you thinking?" The pony said after it spat out Star's tail. "I mean, I know I've pulled off some crazy stunts in the past, but what you were doing would have Derpy calling you stupid." The pony's voice also had a bit of vagueness to as well: it could have belonged to a teenage colt or… _Mare! Oh sweet Celestia, please tell me it's not another one!_ Star nervously flew backward away from the mystery pony, doomsday scenarios playing out in his head as he did. _I should have grabbed my coat! I should have gotten my glasses! Stupid! Stupid!_Star's panic didn't get past the mystery pony. "Whoa-whoa, I didn't mean anything too personal. I just meant you could have hurt yourself flying around like that."

"I-I'm sorry, but I really should be going." Star made an attempt to run but the pony dashed in front of him, blocking his escape.

"Oh no, you're obviously not in the right state to fly." The pony seemed to lean closer, inspecting him. No! Please don't tell me it's somepony I know and they recognize my mark! Star began sweating bullets. "Hey you're not…"

"NO! I'm not! Y-y-you don't know me! I…I'm new here!" The words came out in one quick gasp from Star's mouth.

"Well that much in obvious, nopony would try such a stunt over Ponyville unless they were new in town." _Ok, well at least they don't recognize me…yet._ Star gulped. "Anyway, what I was going to say was that you're not one of those model ponies are you?"

"What?" _Great! That spa probably made me look even girlier! But why does that even matter to whoever this is?_ The panic in Star's head was now being stymied by how much of a non sequitur the question was.

"Whoa-whoa…" The pony pushed its forelegs back and forth signaling for Star to calm down. "I just said it because I've heard that sometimes model mares go on these crazy diets. They loose weight so fast that it messes with their heads and their flight."

"Their flight?" The odd tidbit of information was enough to fully bring Star back from his breakdown. He got the feeling whoever this pony was might have the answers to some of his problems.

"Yeah, their body structure changes so fast that they don't know how to compensate for the shift when they're flying. It's actually become a problem among some of the Wonderbolts, at least that's what _Equestria Illustrated _says." Star sensed a hint of concern in the last sentence, but now he was more intrigued by how changes in body types might affect flying.

"So does this happen only to mares?"

"Well, I haven't heard of any Wonderbolt stallions having to deal with the problem. But then again, pegasus stallions don't have to deal with aerodynamics as much."

"Aero-what?" The term sounded vaguely familiar but Star couldn't exactly place where he'd heard it.

"I said the same thing when Twilight mentioned it. But she said it's the reason why mares can pull off more fluid movements in the air: their bodies are better designed to let air currents flow off and around them. Stallions may have power, but mares have fluidity. I think they mentioned it a little in flight school also."

By now alarms should have been going off in Star's head about the pony's identity. But he was instead remembering why this sounded familiar: it had been one of the few times in flight school when the colts and fillies had been separated. He remembered how his instructor had taught all the colts about putting power behind their wings in order to get off the ground and stay off it. There had been a brief mention of aerodynamics but the instructor had waved it off as something the colts need not concern themselves with. Whatever the fillies had discussed had been a mystery up until this point. _That's why my flying has been so erratic! Hmm, also explains why I bumped my head at Rarity's. But now how do I fly like this?_ "So how do mares fly with this 'aerodynamics?'" Star didn't need his glasses to tell him that the mystery pony was giving him a very confused look.

"Um, I think you'd know. You went to flight school right? I mean, I know I didn't finish it but even I was still there for the beginning lessons."

"Well, um, you see…well, I…" Star was quickly shifting back into panic mode, but then an idea struck him. "I… I hit my head! Yeah, nearly knocked all of my memory out, including most of flight school. I probably lost some weight in the hospital so that's probably why my flying was so bad." Star prayed the pony would swallow the lie.

"Yet you were still flying?"

"I, um, had to get to my, uh, doctor! Oh, and I was running late! I still have recuperation to do, you know how hospitals are." Please just take the lie, please!

"Yeah, I hear ya. I mean awesome as I am, I still take a few falls every now in then… but you didn't hear that from me."

"I didn't hear anything." Star now decided to run with an idea. "Actually, I'm not supposed to be flying, doctor's orders, so maybe it'd be best if we both said this conversation never happened." Star made a turn to fly off again, but the pony still stood in his way.

"I'll agree with you on that, but now I'm definitely not letting you fly."

"Please!" Star desperately pleaded, he was so close to escape.

The pony raised a hoof to its mouth and thought for a second. "Ok, I'll let you go."

"Oh really thank y-"

"But you have to at least learn the basics of flying before you go."

"But my, um, doctor probably has that covered." _Why? Why aren't you letting me go?_

"Heh, has your doctor won any awards in flying? No? Didn't think so. Besides, if he hasn't even taught you the basics he's probably not that good of a doctor.

Star realized there was no chance of escape: his lack of glasses, the mystery pony's speed, and now even the air itself was apparently against him. He resolved to at least get rid of one of those problems and relented. "Fine." His tone echoed with defeat.

"Aw, come on, it's not that hard. Ok, first off, you gotta remember to keep your hooves parallel with your body, it streamlines your physique so you're flowing with the air rather than against it." As the pony spoke, it assumed a position that Star mimicked. "Ok, good, you got the basics down. Now what's most important are your forelegs." The pony then did what looked like a stationary breaststroke, moving its forelegs around the front of its body. "Whatever direction your forelegs are facing will bend the air in front of them, so whatever direction your forelegs go is the way the air will steer you in. But you've got to be careful at really high speeds, you create some sort of 'wind tunnel' thing and it sets you on a path that you can't avoid unless you slow down. I'm not too sure on the exact mumbo-jumbo of it, but that's at least what Twilight said."

"Yeah, she's usually pretty knowledgeable about that kind of stuff." Star thought back to the numerous times he'd come to the library and each time the purple mare seemed to be on some new studying adventure; one day her study area would be covered in books on history and the next day it'd be covered in books on magical physics. He hadn't realized that he'd let the thought slip past his tongue.

"Wait," the pony seemed to be giving him the inquisitive look again, "how do you know Twilight?"

_Oh crapcrapcrap! Gotta think of something! Princesses he-_ Star then remembered the excuse Twilight had used at Rarity's. "I-I knew her back in Canterlot… before my accident... but the nearest hospital was closer to Ponyville when I got hurt so that's how I wound up here." A nervous grin was stretched across Star's face, the story had more holes in it than swiss cheese.

"Geez, you really must have been in the hospital for a while, can't imagine the stunt you pulled to get in that bad of a shape. Sucks that you lost most of your memory, I'd loved to have tried that stunt." The pony's voice held both concern and determination. "But enough talk, you need some air time. Now don't try get away until you've passed my approval test, it's already bad enough with one clumsy pony in town."

Star nodded in obedience and let all the words the mystery pony had said process in his brain. He then assumed the proper flight position with his body straight yet still flexible enough to correct for any mistakes while in flight. His forelegs were pointed straight at the horizon when he slowly began to move his wings. He truly did feel like a little colt again, just learning the basics of flight.

However, as he flew, he noticed that his flight path was staying straight and not becoming serpentine. Regaining some of his confidence, he pushed his wings a little harder and as he did he began to feel the air currents around him. It was a feeling he had never felt before, normally when he flew he just felt the wind push against him. But now he felt like he was swimming in the air. He couldn't deny that the feeling was exhilarating and he wanted to test out his speed and steering more. With a bit of apprehension, he lightly shifted his forelegs up and as he did he began to climb up the sky, but he kept beating his wings fast to account for the rising elevation. Once he reached a certain height he stopped for a moment and gazed around, he'd flown pretty high and now he could see all of Ponyville (even if was pretty much a colorful blob to Star without his glasses).

He was quite amazed with how much altitude he'd covered in such a short time. But then he decided to be adventurous and turned his hooves down toward the town as he began a much speedier decent. As he descended at a fast rate, he pulled his hooves up and managed to execute a perfect loop. After that, he stopped and admired the stunt he'd just accomplished, outside of flight school he never pulled such stunts. As he pondered how fascinating this experience was, a voice broke his thoughts. "There, you got the basics of it and a nice loop to boot. I wish Scootaloo was that fast of a learner." Star got the feeling the mystery pony had a victorious smile on its face.

"Yeah, it's, um, been a while since I've flown so it feels like a new experience for me." Star flashed a giddy smile, still amazed at the stunt he'd just performed. "But it is pretty cool."

"Are you kidding? Flight is one of the best things there is!" Enthusiasm filled the pony's voice, whoever it was obviously had a true love of flight. "The speed, the adrenaline, the wind in your mane: I love it all."

"You really sound like you love flying, though I can see why, I've never flown like this before." Star said, quite high on his own adrenaline rush.

"You mean you don't remember… actually," there was something mischievous in the pony's voice, "we should probably give you a speed test."

"Sounds like a plan to me!" Star said with a smile on his face. By this point, Star was having so much fun that he'd actually managed to bury the trauma of the spa. Even under normal circumstances, his studies kept him so busy that he rarely had time for leisurely flight, but now it felt amazing for Star to stretch his wings. "So what do you have in mind?"

"See where town hall is?" The pony gestured over to a blob off in the distance.

"Kind of," Star squinted as he tried to get his eyes focus but he had no such luck, "sorry, I also forgot my glasses."

"Sheesh, you really do have problems with your memory. Well, whatever, the location doesn't need to be that specific we'll just have our 'speed test' over to that area."

"You know, this is sounding a lot like a race."

"Who said it wasn't?" The mysterious pony seemed to say that like it was a challenge.

"You're challenging a pony who's never flown like this to a race? Can't I at least get a handicap?" Star playfully begged, knowing that he needed some sort of advantage over his opponent.

"Well… I guess that's fair, you are dealing with the fastest flier in Ponyville." If Star hadn't been so excited to race, this would have been the biggest red flag to who he was dealing with. "I'll give you thirty seconds, sound fair?"

"Ok!" Star eagerly said as he got into a race position next to the other pony.

"On your marks," Star flapped his wings in anticipation, "get set," he took a deep breath and for a second everything seemed to stand still, "GO!" In a flash, Star was off, he wasn't going full out, he remembered the key rule of racing was to pace yourself, even in a mad dash like this. He pumped his wings hard as he fully embraced the sea of air he felt he was swimming in. Truth be told, the "race" wasn't too much of a stretch but Star was still making good time at the thirty second mark; he was almost halfway to the goal at this point. But as he felt he was making good time, a rainbow blur passed him on the left, leaving him stunned for a moment. "C'mon!" The blur called back as it got further and further away, "You've got to be faster than that!"

Now Star threw the thought of pacing to the wind. He didn't care that he was outclassed, he wanted to prove to whomever this was that he could go fast. He strained his wings as hard as he could. As he did flashbacks from Appleloosa flooded his mind: the numerous times his friends had held mock races, flight school speed training, and the actual race he participated in just before he moved to Ponyville. He remembered the feeling of pushing himself to the limit: his wings and lungs aching and begging for rest, with only the determination to win keeping him going.

But most importantly he remembered the joy of finishing a race and the intense desire he always got to reach the goal whenever he competed. The current race had helped him rediscover just how much fun racing was and unintentionally rediscovered what a great stress relief it was as well. But the only thing that mattered right now was that he remembered how it felt; he was now in the zone and he wanted to win. Despite his body telling him to slow down, Star kept increasing the speed.

"Wow! You really do have it in you!" The mystery pony looked back as it spoke. In contrast to Star putting everything he had into the race, it didn't even seemed fazed by the speed it was going, it was still breathing easy and didn't sound tired at all. But that didn't matter to Star right then because they had come upon the final stretch toward the goal. Star decided it was all or nothing and pushed forward with all the energy he had left and finally narrowed the gap between himself and the other pony. As town hall got closer and closer, Star finally reached up to where the mystery pony was. "Well you're definitely passing the speed test with flying colors!" The pony excitedly said.

"Huff! Who * huff * are you * huff * kidding?" Star's voice was ragged and dry.

"No, no, no," the pony somehow managed to wave a hoof in Star's direction despite the speed both of them were going, "seriously, for a pony that just learned how to fly again, you really are good! Maybe in a few years you could be a good racing partner."

"Me? * huff * I think trying to * huff * be your race partner would *huff *kill me!" The mid-race conversation had distracted Star; he didn't notice that his hooves had begun tilting to the left, straight toward the other pony.

"Well you just need practice, I'm totally down for it whenever you a-OHMYGOSH!" The pony had also been distracted by the conversation and hadn't noticed Star making a straight beeline for it until it was too late. The two collided into each other and smashed through the top of town hall and then rolled into the dirt street.

Star was the first to awaken and the first thing that he noticed was that he was on top of the other pony and that he was very close to **her** face. If there had been any doubts before about the pony's gender the rounded muzzle put them to rest. Just as she was coming to, Star leaped off her and backed away. "Ugh," she shook her head, "well now I know how you lost your memory. Ya know, you really could compete with Derpy for clumsiness."

"Sorry, sorry!" Star pleaded, his old instincts taking over again.

"What are you talking about? Sure we crashed, but that's just part of flying, everypony crashes. You're just one of the few that managed to crash into me, I'm sure there's an award for that somewhere." The pony, despite having just had a head-on collision, still had the same enthusiasm she had had both before and during the race.

"Y-y-you mean you're not mad?" Once more he had hurt a mare, physically this time, but instead of getting mad at him she instead seemed to be happy about Star crashing into her. Why? The question once more filled Star's mind.

"Why would I be mad? You put on a great race and even managed to keep up with my jogging pace, not a lot of ponies can say that. Actually, it's kind of boring in town, almost everypony thinks they're too slow to compete with me… not that they're wrong, but flying with a friend is more fun."

"I can see why… wait, what? That was really only your 'jogging' pace!" Star was now even more shocked. Not only was the mare not mad at him, but she had only been jogging during a race where he had pulled out all the stops just to get close to her. "You really are a fast pony!"

"Well you're pretty good yourself, we should do this again. Actually, I don't think I ever got your name. It'd suck to lose a race trainee just because I don't know your name."

"Oh, it's, um… Cloudy Sky." For the first time in the day, Star felt bad about using the alias, the pony would never be able to find him if he ever got back to normal. Plus, he really did want to race with her again, it had been that much fun. He decided that he'd resolve the matter that if she couldn't find him he'd find her, "Can I ask what your name is?"

"Sure! Anything for a friend! Although I'm kind of surprised you haven't heard of me before." Her voice now had a quite the bravado to it, "I'm the one and only Rainbo-"

"Star!" A weak yell cut off the pony from revealing her name. A yellow pegasus with a pink mane quickly ran up to the two of them, her back had a black pile on it and a misplaced pair of glasses was atop her head. "Oh, thank goodness I found you, I got so worried!" She stopped for a second to catch her breath, she looked absolutely flustered. "I am so sorry about the spa, I should have known it was a bad idea. But Applejack is taking care of it right now, but I was so afraid they'd done something horrible to you that I rushed out with your stuff to find you as fast as I could." She picked the coat off her back and timidly handed it to Star who was dazed at this point by Fluttershy's sudden appearance.

He quickly took back his glasses and the coat, thankful that only one pony had seen his mark. "Thank you Miss Fluttershy. I should be the one apologizing, I ruined your spa day and probably made a few other ponies mad in the process." Star now had an apologetic smile on his face. "But you've been looking for me this whole time?"

"It…it's nothing really, I just got so worried."

"Um, excuse me, but what the hay is going on here?" Both Fluttershy and Star now turned the third pony. It was at this point that Star's mouth gaped open in shock, standing before him was a blue pegasus with a rainbow mane, the true fastest flyer in Ponyville: Rainbow Dash. "You're saying that Fluttershy, AJ, and Twilight all know you?" The question was directed toward Star. "Fluttershy, have you all been keeping a secret friend from me… did Pinkie already throw her a party?"

"It… it's not like that." Fluttershy nervously responded.

"Well, I don't think it's fair you've been keeping an awesome friend like this from me!" Suddenly, the speedy pony gave Star a friendly pat on the back. Star wasn't sure how to react, things were happening too fast again. But then she turned to him and asked the question the caused Star's heart to leap into his mouth, "Why'd she call you 'Star?'" Just from the question alone, color began to drain for Star's face. He knew he was now on a very slippery slope.

"I-i-it's nothing, it's just a nickname my friends call me!" A cold sweat was developing on Star's brow now.

"Um, actually… I'm really sorry, but, well… I was so nervous that I was calling out to find you while I was running through town… I'm really really sorry." Fluttershy seemed to be crushed by the weight of her own words.

"S-So there may be ponies looking for a pony named Star?" Alarm was now rising in Star's voice. "Fluttershy! Did you tell anypony else anything about me? Anything at all?" He now felt like prying eyes were popping up from everywhere around him.

"Well… I…oh…" Fluttershy was now starting to back into herself.

"What? What?"

"Whoa, easy there Cloudy, not sure how long you've know Fluttershy, but she's kind of… delicate." Dash tried to put her friend's shyness in the best terms she could.

"I know that!" Hysteria was once more taking hold of Star's voice, "Please Fluttershy! Who did you tell?"

"It…it's my friend." Her voice was so small it was barely a whisper. "You haven't met her yet… probably, but she's really nice… just a little…hyper. I thought she'd be the best choice to help find you."

"A hyper mare? That's who's looking for me? No, no, no! I have to get out of here now!" He was getting fidgety and was now looking for the nearest cloud to escape to.

"Could somepony please tell me what's going on?" Dash's voice was filled with exasperation and confusion.

"I'm really sorry, I didn't mean to! I just couldn't leave a friend alone!" Fluttershy desperately pleaded.

"I know Fluttershy, but you gotta understand, a hyper mare is my worst nightmare, especially like this!" Star once more tugged at his mane in a panic.

"Would somepony just please tell me what's going o-" Dash's yell was cut off by another voice.

"Rainbow Dash, is that you?" came a voice from behind a nearby building. The now-setting sun cast the pony's shadow across an adjacent wall. While the pony herself couldn't see the group, they could clearly see her shadow, most notably her fizzy mane. Anypony in Ponyville could recognize the voice and the shadow combined— they both belonged to Ponyville's resident party master.

"Yeah." Dash replied to the shadow, " But Pinkie, what are you doing out around here? I thought you were helping the Cakes with the foals."

"Well I was but then Fluttershy came by and she sounded really worried so I was like 'oh no Fluttershy must be in trouble!'" As the shadow talked at an incredibly fast rate, it moved closer and closer towards the group, its owner wasn't far behind. "So I asked the Cakes if it was ok to help her and they were like 'ok.' Apparently Fluttershy has been looking for somepony named Star and I was like 'ooh that sounds like a fun pony, I should totally find them and throw them an "I found Fluttershy's friend" party!' Although I'm pretty sure I threw a party for another Star a while back. I wonder if they're related? Ooh! We should throw a Star party then! And we could do it at night and it'll be so much fun!"

Somehow that shadow had managed to say all that while its owner stayed behind the building. By now any color that was left in Star's face had long since vanished. This was the apocalypse: a hyperactive mare who knew who Star was and was now looking for him. Star had never been on the best terms with Pinkie Pie, he still remembered how she had scared the living daylight out of him when he first arrived in Ponyville. It was bad enough with her alone, but the surprise party she had somehow managed to pull in his home was an absolute nightmare (he still didn't know how she'd built a floating solid floor so fast or how she'd gotten that many ponies up to his new cloud home in such a short amount of time).

Needless to say, she terrified Star, probably more than any other mare in Ponyville: she was hyperactive and unpredictable, two things that Star felt where recipes for disaster, especially when mixed with a mare. He sometimes suspected that she was one of the leading causes of his nervousness around mares. But now the pink pony of randomness was coming for him and he was about ready to jump out of his skin. "I-I need to go!"

"Why? Pinkie's parties are the best!" Dash said, excited by the idea of another awesome party. She didn't seem to notice Star's sheer terror.

"Fluttershy, of all the ponies, why did you choose Pinkie!"

"I… I didn't know what else to do and she was there by the Sugarcube Corner and I panicked!" Fluttershy was now almost as hysteric as Star.

"Oh! Is that you Fluttershy? Dashie, did she ask you to help find the pony as well?" Just as Pinkie's shadow was edging ever closer she suddenly stopped, for a second there was a pause, then Pinkie's shadow did something very odd: it appeared that her legs arched back to touch her spine while her head violently nodded up and down. After a moment of this bizarre ritual, she fell back to the ground. "Wow! I've never had a doozy like that before!"

Dash now joined Fluttershy and Star in their panicking, although her reason was completely different. "What do you mean you've never had a doozy like that before?" Her eyes were now scanning the sky, as if she were expecting something to fall from it.

"I dunno, it doesn't feel like something bad is gonna happen… it's more like I'm gonna see something I've never seen before!"

_She knows! Oh sweet Celestia, she hasn't even seen me and she knows! Now she'll throw a party and then my life is over! No! NOOO! _Star's thoughts were then stopped dead by the party pony's next words. "What was that other voice I heard by the way? I don't think I've ever heard it before…" The mare and her shadow paused for a second but then she let out a loud gasp. "Is that the mystery pony? It is isn't it! She must be the reason for the doozy! She must be a really special pony! OH! I can't wait to throw her a party!"

"NOOOOO!" Star blasted off the ground just as a pink mane was appearing around the corner of the building. He flew faster than he had even during his race with Dash. He knew what awaited him if he stayed: a party where everypony would see him, somepony was bound to see his mark, they'd connect the dots and then everypony in town… no, everypony **in Equestria** would know. She didn't even see my mark and she knew! I have to get away! He pointed his hooves towards some far off clouds and pushed his wings as hard as he could. He didn't bother looking back to see what became of the three mares.

Fluttershy and Dash were still coughing on the dust cloud Star had left behind when Pinkie finally reached them. "Wow! What happened here? Oh no! Don't tell me the mystery pony exploded!" There seemed to be a mix of seriousness and silliness in Pinkie's voice.

"I think you could say something like that." The blue pegasus said as she used her wings to clear away the dust around them. "She just took off like she'd seen Nightmare Moon or something. I can't really blame her though, that Pinkie sense of yours is usually spot-on… not that I was about to run or anything."

"Ohhh." It seemed as if a part of Pinkie's energy was escaping with her words. "I wanted to throw her a party. It's no fun if there's a new pony in town and we don't throw them a party."

"Yeah, about that…" Dash was now had a pensive look on her face as she turned toward Fluttershy, "how is it that we don't know this pony but you, AJ, and Twilight do?"

"Wait! Applejack and Twilight know the mystery pony already? Did you throw a secret welcoming party behind my back!" Pinkie seemed genuinely offended that she had been left out from a party.

"I said the same thing! Fluttershy, what the hay is going on?" Both ponies were now staring straight at the nervous pegasus.

"W-well you see…" Apprehension filled both Fluttershy's voice and her face.

Star gazed at the steadily rising moon. After he'd reached the clouds, he'd dived into them and had remained there until the sky was dark and moonlight covered Equestria. Much to his relief, nopony was following him. Once he was absolutly sure the coast was clear, he'd emerged on the top of the cloud but was still too scared to go anywhere near Ponyville. He decided he'd wait out the night on the cloud. Even though he was alone now, his mind was still swimming. He was still terrified of Pinkie and the repercussions of being dragged to one of her parties chilled him to the bone. But then there was Rainbow Dash.

_Why did I agree to hang out with her more? The flying was fun, but she's a mare. I'm terrible with mares! But didn't she call me a friend? No, if she knew the truth she'd think I was a joke… then how come Fluttershy and Rarity didn't laugh? How come they'd been so willing to help?_ Star let the thoughts swirl around in his head, but no matter how hard he tried to answer the questions, he just couldn't make sense of any of it. He buried his head on the cloud. "Oh, what am I going to do? Celestia? Luna? Somepony? Anypony…help." After that Star spent a long time looking at the moon and the stars before he fell asleep to troubled dreams.


	5. Pink and Red

He'd screwed up. After his night on the cloud, Star had returned early in the morning to his home, keeping a vigilant eye out for anypony. It didn't seem like anypony had seen him, but he had still dashed into his home, found his spare key (hidden in a nearby cloud) and barred the door behind him. He shut all the windows (no easy task given the tendency of pegasi homes to be very open) and slumped into his kitchen. He poured himself a bowl of oats and ate it without even bothering to add milk.

After he finished eating, he ascended the stairs to the second floor of his house and began moving towards his bedroom. However, as he walked down the hall, he passed a mirror and noticed that his mane was becoming unkempt again, with loose ends sticking out in various directions. That always happened when he slept, but now the effect was multiplied due to the longer mane. "I need to take a shower."

The shower hadn't helped much, it just reminded Star of the dilemma he was in. He was glad that the steam from the shower fogged up the bathroom mirror, he didn't want to look at himself right now. Normally, showers revitalized him, but now he just felt tired again. After drying off, he made his way to his bedroom and collapsed on the bed, not sure where to go from there. He was too confused about everything.

That was how things basically went for the next three days. Star tried reading and catching up on his studies, but he couldn't focus. He then gave into his paranoia and started vigorously watching for signs of anypony coming near his house. He didn't let out a breath when the mailpony made her daily runs. Every time she knocked on his door he'd hidden under his bed until the knocking had stopped, then he quickly snatched whatever parcels the grey pegasus had left behind.

But it was on the third day that he realized he'd screwed up: his food supplies were running low. All the options he had were weighed down with heavy risks. The market was immediately crossed off his mind: too open and too many ponies. There was also Applejack, despite her kind offer; Star knew that if she spotted him she'd call out his alias, drawing the eyes of even more ponies. Then the pink horror would hear the commotion and it'd all be over.

It didn't help that Star's mane and coat were becoming more and more disheveled as the days went on. No matter how thoroughly he cleaned himself, his mane and coat just wouldn't listen. Star knew that if he had to get food he had to go soon.

There was always the option of grazing on the edge of town. There were less ponies, but it would seem very conspicuous for a pony to be grazing when they could just go into town to get a proper meal. Star decided that option was too risky as well. The x-factor that was Pinkie was too great of a threat.

Then he decided he'd go for the most insane choice of all: Sugarcube Corner. It was the place Pinkie worked, but that also meant Star would know when she was there and when she wasn't. Plus, the corner was contained, with some proper spying, he'd know exactly when it was empty and when the pink horror wasn't there.

As Star's food supply dwindled over the next few days, he took it upon himself to gather all the information he could about the Corner. Armed with a pair of binoculars, he'd perched himself on a cloud high above the bakery and had watched and waited. He noted the times when the store was most crowded, when it was near empty, and most important of all, when Pinkie left the store.

It seemed the Cakes' newborn foals were the greatest blessing Star could ask for, as they gave Pinkie a reason to leave the store. Around three every afternoon, just when the store was nigh empty, the pink mare would emerge from the store pushing two carriages. The strolls she took the foals on lasted about thirty minutes; that was Star's time to make his move.

Star pulled the coat closer around him, both out of fear and because it was a windy day. Rarity really had designed the coat perfectly to combat the cold wind. He'd watched Pinkie leave from atop his cloud and waited a few minutes before he descended; he wasn't taking any chances of her having another one of her "doozies." He quickly scooted into the store once he was sure the coast was clear. He didn't see anypony at the counter. "Um… hello?"

A magenta mane popped up from beneath the counter. "Be there in one sec dearie." Star could deal with Mrs. Cake, motherly mares didn't set off the same wave a nervousness mares Star's own age did. As she finished her behind-the-counter work, she looked up at her new customer. "Now, what can I get you hon?"

"Um, two oat loaves, a dozen hay biscuits and a baker's dozen of the pumpkin mu-"

"MUFFINS!" Star jumped up in fright from the loud cheery voice. He quickly turned around only to be met by two crossed eyes. "Hiya!" A grey pegasus waved a hoof at Star.

"Now Derpy," Mrs. Cake had the tone of a mother lessoning a child, "you have wait your turn. I'll get your muffins after I help the other customer ok?"

"Ok Missuth Cake," The grey pegasus gave a cartoonish salute.

The baker pony now turned her attention back to Star, "I've gotta say though, that's a pretty big order was such a small mare."

"I-I'm a big eater," Star nervously replied.

"Hmm, it's always the ponies you least expect. Why, I just think of all the times Pinkie has nearly cleaned us out by herself when she was on a sugar craze. Oh, just listen to me babble on though. I'll be right back with your stuff." With that Mrs. Cake trotted to the back of the store to fetch Star's food, leaving him alone with the grey pegasus. There was an awkward silence before she opened her mouth.

"Have I seen you before?" She might have been giving him an inquisitive look but the crossed eyes made it hard to tell what she was thinking.

"What? N-n-no that'd be silly! You must have me confused with somepony else!"

"Well, you're probably right, I do sometimes mix up faces. But you still look pretty familiar." She leaned closer to get a better look at Star.

_Why is this happening? Why is this happening?_ "Um, you know, I think I might have forgotten something back home." Star was just about ready to dash for the exit when Mrs. Cake returned from the back of the store. She was holding two bags in her mouth and a clear box of muffins on her tail.

"Alright hon, here's your things," She said as she set down the bags. "And here are your muffins Der-" Before she could even finish, the grey pegasus had already scooped up the box and laid down her bits to pay for it.

"Thansh Missuth Cake!" she said as she trotted out the door, popping a whole muffin in her mouth as she did.

"That mare astounds me sometimes," the baker pony looked on as the grey pegasus flew off into the sky. All Star could do was wonder what the hay just happened. "Sorry about that dearie, she's one of our regulars. She's really a good pony, she just has her head in the clouds a little… then again she is a pegasus. Come to think of it, I don't think I've seen you around before."

"Oh," Star said in an apprehensive tone, "I'm just a traveler passing through town. Somepony, um, told me that the food was good here, so I thought I'd stock up for the, uh, road," he flashed the baker a nervous grin.

"Oh my, that sounds quite fun. Well, if you ever pass through town again be sure to stop by. We always have great seasonal stuff as well."

"Yeah… I'll definitely remember that," Star said as he paid for the food, put it in his spare bag (his other one still lost at the library) and made his way to the exit. He really did regret that Pinkie worked at the Corner since it made some truly delicious food. He always looked forward to the hot drinks and cake they served every Winter Wrap Up or the sun cookies they made for the Summer Sun Celebration. But those were the only times he got to try the Corner's food. _If only __**she**__ didn't work here._ He was so preoccupied with the thought of getting some good food after days of eating nothing but stale oats that he didn't notice the pony walking right in front of him.

"Oh! Mrs. Cake, I'm really sorry, but I forgot to bring the spare diapers for the fo- oof!" Pinkie and Star ran face first into each other.

"Oww!" Star exclaimed as he held a hoof to his head. "What did I hi- oh…oh no."

"Wow! I haven't gotten knocked in the head like that since that time I tried making rock balloons!" Pinkie quickly got back to her hooves and looked down at the other recovering pony. "You need a ho-" Before she could finish, her limbs arched back and her head nodded violently, just like before. After it was over she fell to the ground and was face to face with Star. Suddenly, she jerked an excited hoof at Star. "OOOH! You must be the mystery pony Fluttershy was looking for! Yay! I found you!"

Star tried to move but he was too paralyzed with fear. For a second his mouth just gaped open as he tried to say something before he stuttered out a weak sentence, "Y-y-you h-have the w-w-wrong p-pony!"

"Nope! My Pinkie sense is never wrong! Oh, this'll be so exciting! We'll have a big welcoming party and there'll be sarsaparilla and games and cake… did I mention sarsaparilla?" The pink pony now turned up toward Mrs. Cake. "Sorry Mrs. Cake, I know I was taking care of the foals but I have to throw a party for a new pony! Can I get like five mega chocolate cakes please! With extra chocolate?"

Mrs. Cake stood bemused for a second before snapping back to his senses. "Oh, um, yes, sure-sure," she nodded as she spoke before going to the back of the store to prepare herself for one of Pinkie's parties.

Having finished giving her request to the baker, Pinkie now turned her attention back to Star. Unfortunately, by this point he'd been reduced to a shaking brown ball of fur. "Oh, that's right, sorry-sorry!" There was now a hint of concern in Pinkie's excited voice. "Fluttershy said if I ran into you I should be really careful since you get a little nervous."

"F-fluttershy said that?"

"Yeah she was like 'oh, um, Pinkie, if you see Cloudy please be nice and tell her we should throw her a party.' I was like 'Oki-doki-loki.'" Pinkie's impression of Fluttershy was quite good; she even got the downcast eyes down.

_Traitor! She set me up! _Betrayal and rage accompanied the panic in Star's mind now. _I trusted her and she threw me to the pink dogs. I knew I shouldn't have trusted a mare! I knew it!_ "I don't want to go to a party," He said in a cold voice. He desperately wanted the pink nightmare to be banished back to his worst nightmares.

"Ohhh," It almost looked like Pinkie's hair lost some of its bounciness. "But… everypony likes my parties," tears started to well up in her eyes.

"I… oh, no no no! Please don't cry!" _Please! I didn't mean to upset you! I just can't be seen like this! Please! What do I do, what do I…_ He had to take the fall. He would rather live his life as a laughing stalk than live a life where he had made a mare cry. "I… I'll go to the party." He hung his head low in defeat.

Pinkie instantly perked up to her excited normal self once again. "Oh you will? Yay! I'm so happy! Just wait here a second so I can get everything ready!" She rushed out the door but quickly rushed back in with the two carriages. "Mr. and Mrs. Cake! The foals are up front! I've gotta go plan a party!" With that she dashed out of the store, leaving Star alone with the two foals.

Luckily, before that disaster could unfold, a yellow stallion walked from the back of the store to pick up the two foals. Before he took them away, he looked over at Star. He quickly put together the pieces of what happened. "She throwing you a party?"

"Yes," came a weak reply.

"Sounds like you're a little familiar with Pinkie's parties. I know they can get a little crazy but she means well. She just wants to be friends with everypony, it's actually a little admirable."

"Doesn't matter, it's over anyways," Star just looked at the ground.

"What do you mean by th-" before Mr. Cake could finish, a pink blur dashed back into the room.

"Oki-doki! Everything should be ready by the time we get there!" As she said this, Mrs. Cake returned to the front of the store pulling a dolly loaded with the chocolate cakes. "Oooh! Those look good! Hope I don't eat them on the way over!" Pinkie took out some bits and paid for the cake. "C'mon Cloudy, this is gonna be so much fun!" She quickly pulled the dolly out of the store. Star slowly trotted close behind. He didn't even bother bringing his food.

"Poor gal, she probably got overloaded at Pinkie's last party," Mr. Cake worryingly looked at the exit.

"Oh, I'm sure she'll be fine. Pinkie always knows how to make a pony smile," Mrs. Cake doted at her husband's side.

_I wonder what the going rate is at freak shows? It'll be the only place I can get a job after this._ "Hey, are you ok?" A frizzy mane shoved itself in Star's face, cutting off his thoughts.

"Yeah," he said weakly, not caring anymore about the mare's close proximity, "just sorting out future career choices."

"Oooh! That sound fun… but you don't look that happy."

He sighed, "It's just a personal thing, I'm sure once we're at the party you'll understand."

"Hmm," she looked closely at Star, "are you allergic to parties?"

"I… what?" The question had totally flipped Star's mind.

"Well I mean there was that time I thought you exploded and I mentioned 'party' that time too. So I was thinking you might be allergic to parties or something. Like you go to parties and then you blow up. Hmm, if that's the case then we'll have to throw you a 'not-party' party, that way you won't explode!"

Star couldn't tell if she was joking or was actually serious, or both. "Um, no it's not that it's just…" _Screw it, I'm doomed anyway, might as well get it off my chest. "_I'm not good around mares."

Pinkie gave Star a quizzical look. "Well that's a little silly, I mean you are a mare."

"I know," regret filled Star's voice.

"Oh, come on mares aren't that bad. It least I don't think we're bad, I've never been bad and Rarity hasn't been bad and Twilight hasn't been bad and Applejack hasn't been bad an…"

"Ok! I get it. I know mares aren't bad, they're all really nice. I'm the problem, I'm always scared I'll do something stupid and upset them, like at the Corner when I said I didn't want to go to your party."

"Cloudy," Pinkie stopped pulling the dolly and gave Star a pat on his shoulder, "you shouldn't be that worried about upsetting a mare." She took her hoof off and began pulling the dolly again. "Everypony makes mistakes, it's just a part of being friends. It doesn't matter whether you're a mare or a stallion, getting over those mistakes and becoming even better friends is what makes it fun!"

_Is… is it really that simple? Have I really just been overthinking it? _The thought preoccupied Star for the rest of the trip.

"Oooh!" Pinkie let out a squeal of excitement. They had arrived at the party's location: the large barn at Sweet Apple Acres. "C'mon!" She pushed on the door. Music greeted them. "It's time to party!"

"O-ok," Star nervously replied. _Well this is it…maybe Fluttershy or Rainbow Dash could help me find a job. Then again Applejack could probably use some help on her farm._ He trotted into the dimmed barn.

"Surprise!" came the combined voice of five ponies as the barn suddenly lit up. Standing before Star were Rarity, Dash, Pinkie, Fluttershy and Applejack. Above them was a banner that flashily read: **Feel Better Cloudy**. Star was amazed at the sight.

"Wh-what is all this?" Star's mouth gaped open at the banner. He didn't know what to say.

"Well we-" Fluttershy's response was cut short by Dash.

"After you left, Fluttershy told us you had been feeling really down lately with some personal stuff so we decided if we ever ran into you again we'd throw you an awesome 'cheer-up' party!"

"Yeah, Ah recon what happened at the spa didn't help much either. Oh and don't worry about them two spa ponies, Ah gave them enough pieces of ma mind for the both of us."

"Fluttershy… did you really put this all together?" Star still couldn't help but be stunned by the work the ponies had done for him.

"Well, it wasn't just me," Fluttershy blushed.

"Yes dear," Rarity trotted over and gave Star a pat on the back, "we all worked hard to make sure you felt better. It wasn't easy putting together a party on the fly, but I think the ends justify the means."

"Especially if the ends are cake and sweets!" Pinkie exclaimed excitedly.

"All of you…" tears began to dot Star's eyes as he sniffled a little, "after all I've put you through you still did all this for me?"

"Um, didn't we just have this conversation?" Pinkie gave Star a confused look.

"I… I know but still you're all such great… friends!" Star galloped over to the group of ponies and gave them all a big hug. Tears of happiness flowed down his face.

"Aw shucks, we were all just trying to be good ponies." Applejack patted Star on the back.

"But it really is sweet that you feel that way about us." Rarity also returned the hug.

"I agree," Fluttershy responded meekly.

"Me too! Just don't get all teary eyed whenever we're flying again." Dash joined the others in returning Star's hug.

"Yay! The party has just started and we already had so much fun! Although I'm kinda sad Twilight couldn't make it." Pinkie's last sentence held some concern in it.

"Yeah, where is Miss bookworm anyway?" Dash and the rest of the ponies began to untangle themselves from the pile they had become. "I haven't seen her since she asked me for a feather a few days ago."

"You know, it was the weirdest thing. After I told you to get everypony else ready for the party, I went over to library to ask her to the party. But Spike said she was sick. Buuuut, the really weird thing was I thought Cloudy was there too 'cause when I was at the library my 'Cloudy doozy' went off. But I'm pretty sure she stayed at the Corner… oh wait, you're not a teleporting pony are you?" She looked over at Star who now had a bemused look on his face. "'Cause that'd be so cool and fun! I'd be like 'I wanna go see the princess!' and you'd be like 'ok.' Then, we'd both teleport to Canterlot and the-"

Applejack held up a hoof to get Pinkie to stop, the silliness was getting too much for her. "Uh Pinkie, not that Ah don't mind hearing about teleportin ponies and all but could ya just tone it down a little. Although, Ah gotta admit A'm a little worried about Twi, haven't seen her around town for the past few days."

A ping of guilt ran throughout Star's body. He'd completely forgotten that Twilight had been searching for a cure to his condition. Pinkie's tale reminded him that the poor student had probably been working day and night to find a cure. "I hope she's alright."

"Please, Twilight's the best magic user in Equestria! I'm sure she could just magic away a cold." Dash floated in the air putting on a brave face in front of her friends. "I just hope she doesn't ask me for any more feathers, I still need them to fly after all."

"Really Rainbow Dash, it's not that simple, magic can't solve everything. If it did I'd be the most famous fashion designer in Equestria with a lovely stallion at my side." Before Rarity could fully drift off into her fantasies she remembered Twilight. "But, I'm sure she'll be fine, she's a strong pony."

"But since she isn't here we'll have to party for her! Oh, and when she's better we'll have to throw her a 'you're not sick anymore' party! It'll be so much fun!" Pinkie then grabbed Star and pulled him over to where the music was playing. "C'mon Cloudy, let's boogie!"

"Ok!" A smile was now on Star's face. "Let's, um, boogie!"

That was how the party went on for a while. Dash joined Pinkie and Star on the dance floor, Rarity manned the music station, Applejack made sure there was plenty of food to go around, Fluttershy got up the courage to dance a little, and Pinkie was well… Pinkie. As the food dwindled down, Applejack disappeared to go get some more food. Everypony had a great time, but Star wasn't a big partier so he decided to sit down for a bit. "Phew, Pinkie, you really do know how to throw a party!"

"Well you've got some pretty neat dance moves Cloudy! You'd probably be better without that coat though."

Star pulled his coat a little closer, he'd skirted having his identity revealed and he wished to keep it this way. "S-sorry I'm not good with the cold weather." However, he still wanted to hang out with the mares so he decided to tell one final lie to them. "M-my brother is much better with the cold. Actually, he lives in town, he'd probably love to hang out with all of you."

"Hmm, um, _Cloudy_ I didn't know you had a brother." Fluttershy was now confused by Star's statement.

"Oh, well he's a little shy around mares, but he's trying to be more friendly with him." He flashed Fluttershy a wink.

"Oh, I see," Fluttershy acknowledged what Star was implying.

"So what's this guy's name? Does he like flying also?" Dash was excited at the idea of another potential race partner.

"Yeah… though I doubt even he'd be able to keep up with you. Oh and his name's Star… Star Gazer." He flashed a nervous smile. "Star's a, um, family name by the way."

"OH! So that's why Fluttershy was looking for a pony named 'Star!'" Pinkie suddenly popped between Star and Dash. "I thought you looked a little familiar. I remember when I threw him a 'new pony in town' party, although, he didn't seem to like it that much. Your brother's not a grouchy-wouchy is he?"

"No… not anymore at least, he met some really great ponies in town. But he doesn't get out too much…but he's working on that. So if you see him around definitely say hello."

"Ah certainly will." Applejack came back into the barn; her back was loaded down with more party food. Next to her was a large red stallion that was also carrying more food. "Come to think of it that name sounds a little familiar, Ah wonder why?" She raised a hoof to her face, pondering the name.

"He often comes by the stand when you're not there," came a deep reply from the stallion. "Mighty strange that he never mentioned a sister though." He now looked over at Star, but it wasn't an inquisitive look.

"W-well, I always bothered him when he's a home. You know, sibling affection." Star lied behind his smile. _Oh boy, this is gonna be weird._

"Ah know what ya mean, Applebloom shows that _affection_ all the time." He walked a little closer over to Star. "But Ah think ya got a mighty fine brother. Ah remember when he helped out with applebuck season… then again almost everypony in town helped out that year."

"Oh yeah!" Star thought back to that applebuck season a few years ago. Applejack had come down with a bad fever so Big Mac had asked everypony in town to help. Star had never bucked apples before and after that day he wasn't too fond too the idea. "I still remember all those apple knocking you senseless." As soon as Star spoke he realized he shouldn't have said that.

"Ah remember that, Star nearly knocked me senseless. He's a good pony, but he ain't made for apple bucking. Though Ah guess he told ya that part too." Mac patted his head, recalling the various apples that had thumped him that day.

"Um, yeah," Star smiled nervously. _Crud! I forgot I was the only one with Big Mac at the time. Ok, just gotta play it cool. _"My, er, brother still feels a little bad about it."

"Aw, it's ok, he had the best intentions." Big Mac looked around at the party that was in progress then turned to his sister. "Sis, would ya mind if Ah stayed for a little?"

"Sure," Applejack gave her brother an odd stare; he wasn't usually a big party pony. "Ya have been workin hard today and ya even helped with the party, so it's fine if ya relax a little." Applejack grabbed Big Mac's load and trotted off to set up the rest of the food.

Big Mac trotted over to where Star was sitting. "Would ya mind if Ah sat down here?"

"Nah, go right ahead." There was a little caution in Star's voice. He'd talked with Big Mac before, so the red stallion might pick up some of his mannerisms. There were a few moments of silence before Big Mac spoke again.

"If ya wouldn't mind me askin, are ya from town?"

"Oh, um, no, I'm just, er, visiting my brother for a little before I head home."

"Ah see, shame though, ya seem to have made good friends with ma sister and her pals."

"Yeah, they really are some great ponies." Star looked over at the bizarre trio of Pinkie, Dash, and Fluttershy on the faux dance floor. Pinkie had somehow roped the other two into doing a polka dance. Star couldn't help but laugh at the silliness, although the laugh unintentionally came off as more of a cute giggle.

The red stallion's ears seemed to prick up a bit at the laugher. "Um… ya wanna join them on the dance floor?" There seemed to be a hint of apprehension in his voice.

"Sure," Star smiled as he took a quick swig of cider and got up to join the other ponies in dancing. "I'll warn you though, I'm… not the best dancer." Star thought back to the various times he'd refused to dance at parties do to the danger of being close to mares. In retrospect, it seemed quite silly now.

"Hmm, your brother says the same thing, must run in the family." Big Mac and Star started dancing on the floor. Star didn't seem to notice the Big Mac was a little close to him. At the time he was more concerned with dancing. Star danced about as well as Twilight. He even had the "bookworm arm flail" down to a t. "Ya know, ya got some pretty good moves."

"Heh, now that's a joke," Star spoke as he continued his nerdy dance. "I'm probably an insult to the very word 'dance.'"

"Well…" for some reason red now dotted the stallion's face, "Ah still think ya look… cute." He cast his eyes down in embarrassment.

"It's just that…wait… what?" _Why would he say that about me? I always thought Big Mac like ma- oh... no, you cannot be serious._ Dread began creeping into every fiber of Star's being.

"Aww!" Pinkie exclaimed. "That's so cute, now I'll have to throw a 'filly/coltfriend' party. Hmm, but Hearts and Hooves Day is coming up though… Oh! I know! We'll throw a really big super party!"

"Oh, Pinkie dear, I don't think that's the best idea." Rarity had a look of concern on her face. She knew the situation Star was facing and knew this could head south fast.

"Woohoo! Big Mac, never thought I'd hear that come from you!" Dash seemed to be almost as enthusiastic as Pinkie about the situation.

_OH NO! NO! NO! NO! Anything but this! Sweet Celetia! Anything but this! Not happening! Not HAPPENING!_ Star backed up into the wall of the barn, horrified at what was happening: Big Mac thought he was cute. He didn't notice his coat snag on a part of the wall. "B-b-big Mac, y-y-you got the w-wrong p-p-pony!"

Big Mac stopped. "Oh, A'm mighty sorry. I jumped the gun didn't Ah…" He cast his eyes down trying to hide his embarrassed face. "A'm sure your brother could tell ya A'm not the best with mares… Ah still think you're a mighty cute mare though."

Star's eyes went crooked for a second, it was too much to take in. Big Mac was a friend, a **stallion **friend. _I need to get this fixed now! I gotta get to Twilight!_ "You know, I think it's getting a little late so I might wanna go!" He made his way to the barn's exit but was stopped by a sudden ripping sound. He and Rarity had nearly the same look of horror on their faces as the coat ripped in two and fell on to the ground. The star partially covered by a cloud was now fully visible on Star's flank.

"Oh Celestia! This is the worst. Possible. THING!" Rarity grieved over the ruined coat. All the ponies' attention was now on Star.

"Oh no," Fluttershy whimpered.

"Shoot, Ah thought that was a fine coat too," Applejack frowned.

"Well… you'll, um, have less wind resistance flying now," Dash tried to find a silver lining in the situation.

"Ooh, are we playing a 'take off your coat' game? I love that one… but I don't have coat on me right now." Pinkie seemed to be the only pony that was delighted at the ruined fabric.

Star just stood there mortified at what was happening. Everything had been going fine: he'd made friends, he'd been talking with mares, he'd even promised them he'd say hello again. But now, now it was over. _Maybe if I run they won't be able to put it together. _However, he was stopped dead in his tracks by Big Mac's next words. "Wait a minute, that there cutie mark looks awfully familiar. Guess that explains wh-" He was cut off by the brown pegasus zooming past him.

"Please don't tell anypony!" Star screamed as he blasted out of the barn towards the library. "TWILIGHT!"

Big Mac and the rest of the ponies just stood there, not sure what to make of the situation. "Shoot! Ah scared her! Ah was just gonna say her cutie mark looked a little like her brother's. A'm really sorry sis." He flashed an apologetic glance at Applejack.

"Nah, it's fine. Ah get the feelin Cloudy's more a flight than fight mare. She's probably just not used to a stallion being so direct."

"Still, Ah feel pretty awful about this mess." He looked over at the ruined coat.

"Please," Dash waved off any worries, "I'm sure she'll cheer up once she gets a good flight in."

"I think it might be more than that." Rarity levitated the coat pieces over, saddened by the coat's destruction. "She's gone through a lot over the past few days."

"Oh… I'm really worried… he's had to deal with so much stress lately." Fluttershy nervously looked over at the open door.

"Wonder why she went over to Twilight's though. She's probably the last pony that would know anything about that sort of stuff." Dash also looked out the door, once more impressed by Star's speed. But then she stopped. "Wait… did you just say 'he'?"

"Um… no, you must have misheard me over all the commotion Star caus- eep!" Fluttershy immediately covered her mouth with her hooves.

"Star? Cloudy's brother? What's he got to do with all this? Fluttershy, what's going on?" Dash was now staring down her pegasus friend.

"Really Dash, I'd have thought you'd know not to be so crass with Fluttershy." Rarity magicked the azure pony away from Fluttershy. "Besides, she's right, Star really had been going through a lot over the past fe… oh dear." Rarity realized she'd let her tongue slip.

"Fluttershy Ah can understand slipping up a word here and there, but when both of ya start messin up the same word something is up." Applejack was now getting suspicious as well.

"Yeah, just what's going on here?" The two ponies advanced toward the unicorn and the pegasus.

"Ooh! Is it a surprise? 'Cause if it is, don't tell me! I want it to still be a surprise." Pinkie randomly popped up between the four ponies.

Rarity realized she couldn't outrun the energetic trio that was advancing upon her. She gave a silent apology to Star and then opened her mouth. "It's a bit of a long story…"

Dusk was just beginning to fall as Star rushed over to the library. He prayed Twilight had found a cure by now.


	6. The Stars at Dusk

"Twilight!" Star yelled as he busted the library's door open.

"Whoa!" Spike yelled as he fell off of a ladder. He'd been re-stacking the bookshelves when Star had burst into the library and Star's sudden appearance had caused him to lose his balance. "Oww!" He said as he rubbed the side he'd fallen on. He then looked over at the brown pegasus. "Star? What are you doing here?"

"Twilight! Where is she? I've got a massive emergency!" Star was nearly in the dragon's face.

"She's… um, busy… ya know looking for a cure." Spike's eyes darted back and forth between Star and the upper levels of the library.

"Please Spike! I know Twilight's trying to help bu-" Star's voice was cut off by an unfamiliar voice. It sounded rough and ragged though.

"Spike? Is that Star?" The voice emanated from the upper level of the library.

"Um, yeah," Spike nervously looked up at where the voice was coming from. "Sh-HE says it's an emergency."

"Tell him I'm sorry, but I'm trying to find a cure as fast as possible."

The roughness in Twilight's voice snapped Star partially out of his panic._ Pinkie wasn't lying about Twilight being sick._ A look of concern now grew on Star's face._ Oh, this is all my fault… but I need to get this solved now! What if other stallions start acting like that? I can't keep this up!_ He began to float up to where Twilight's voice was coming from.

"Star! Wait!" Spike pleaded. "That's really not a good idea!"

"I'm sorry Spike, but the situation has gotten too severe," Star talked down to the dragon as he reached the second level of the library. "Twilight, I'm really sorry. I thought I could make it through this but I just ca- Twilight?" Star looked around the second floor but didn't see anypony. All he saw were piles of books everywhere, "magic" was in almost all the titles of the books. Star also felt something in the air like there was a fog or something on the second floor. For some reason the feeling seemed familiar.

"Star please!" A voice rang throughout the second level, but Star couldn't exactly pinpoint the source. "I know you have some issue with mares, but you need to go now!" Desperation filled Twilight's ragged voice.

"No, it's not that!" Star said as he trotted through the second floor, searching in vain for Twilight. "It's just that your friends threw me a really great party and everything was going well but then Big Mac showed up and he…" revulsion crawled across Star's face, "he said I was cute!"

"What?" There was a bright flash of light and then a purple pony was standing in front of Star. "Oh nonono! This is bad, this is really really bad. Oh, what am I going to do?"

Star could only confusingly stare at the figure in front of him. Whoever it was had been using an invisibility spell and that's why Star had gotten a familiar feeling on the second floor. But now that that mystery had been resolved a new one cropped up. "Um, who are you?" Standing in front of Star was pony with a purple coat, a short mane composed of various shades of lavender, and a square muzzle.

"I can't believe it's gotten this bad!" The stallion trotted back and forth worryingly, ignoring Star's question. "Now I've gotten Big Mac looped in this too! What am I going to… oh no." The stallion now noticed that he was visible. "Star!" He ran up straight to the pegasus. "You can't tell anypony you saw me like this! Especially the Princess!"

"But…I…who…what's going on?" _Why is there a stallion in Twilight's house? Sweet Celestia! Don't tell me I interrupted something? Oh no, no! I can't handle any more of this! _"Y-you're right I should just…be…going." Star now noticed an all too familiar cutie mark adorning the stallion's flank. Then the revelation dawned on him. "Holy Bucking Equestria! Twilight?"

The stallion fell to his knees and cowered. "Oh, this is terrible! Now I've not only screwed up your life but mine too. I should have never tried that spell!" He buried his head in his hooves.

"Twilight I-" Star tried to think of something to say.

"What if the Princess finds out?" The question wasn't directed at Star. "It's not like that time with the letter, I've seriously messed up this time! She'll think I don't take my studies seriously, that I'm just fooling around flipping ponies' genders! She'll think I'm a horrible student and then I-I'll be a FAILURE!" She once more buried her head her hooves and sobbed. But a wing covering her back interrupted her. "S-star? What are you doing?" She tearfully looked up at him.

"Doing something a friend taught me." He had a comforting smile on his face. "Twilight, I don't think you're a failure."

"But this is all my fau-"

"Everypony makes mistakes, I know I've made more than a few over the past few days. But I also learned that everypony can also learn from those mistakes and become even better ponies through their trials."

Twilight was now standing up again, Star was still giving her a friendly wing-hug. "You… you're really not mad with me?"

"Heh," Star laughed a little, "you'd be amazed how many times I've also said that lately. But how could I be mad? You've been trying this whole time to get me back to normal, you even kept trying after you wound up like this." Star looked Twilight's stallion form over again, still somewhat disbelieving that such a thing could happen. "Gotta admit, Big Macintosh having a crush on me seems like small apples now, given what you've probably been going through."

"Oh Star…" new tears now welled up in Twilight's eyes, "thank you!" She now gave Star a full hug as she cried on his shoulder.

"Hey-hey," he patted her back with a hoof, "be sure to thank your friends too. They're the ones who deserve most of the credit."

"Yeah," she sniffled, "they really are a crazy bunch aren't they?"

"I'll say, the crazy stories I could tell you would probably turn your coat white." He laughed a little.

"We agree," came a third voice, "thine friends truly are a fun group. Especially the pink mare, when she isn't screaming."

"Pinkie really is one random po-" Star stopped and turned back to Twilight. "Did you say that?"

"No," Twilight's confused expression matched up perfectly with Star's.

"Then who…"

"Ahem," Came the third voice. Now Twilight and Star both looked over to where the library's largest window was. Standing in the open window, with moonlight gracing her back, was a pony. She was a bit larger than the average pony and she stood in a regal pose. Her wings were gracefully tucked in at her sides and were almost unnoticeable at night due to her coat almost perfectly blending in with the now-darkened sky. Her hooves had silver fittings attached to them and a tiara stuck out of her flowing hair right above her horn.

"P-p-princess Luna!" Both ponies said in shock. Star bowed his head while Twilight looked like she had been struck by lightning.

"Oh no!" She exclaimed. "Don't tell me Princess Celestia found out about this whole mess and now she's sent you here to fail me?"

"What on earth are you talking about? My sister would never order such a thing!"

"T-then why are you here?" Twilight quivered.

"Did thine servant not tell you?" Luna gave Twilight a confused look. Spike was currently hiding behind one of the library's pillars He wasn't doing a very good job though, as he kept peeking at the events going on. "He said that you had miscalculated a magic spell and that assistance was required."

"I'm really sorry Twilight!" Spike pleaded as he came out from behind the pillar. "But you just kept struggling with the spell and nothing seemed to be working so I thought maybe the Princess could help. Didn't expect this though." He looked in amazement at the Princess of the Night.

"And we did not expect to ever see ponies with genders flipped. At least not since that detestable draconequus was sealed away." Luna looked over at both Star and Twilight. Star still couldn't believe that the actual Princess Luna was here, he had never expected to see her under such bizarre circumstances.

"Discord?" Twilight gave the princess a quizzical look. "What does he have to do with this?"

"Did you not realize that gender switching magic is discordian in nature? It upsets the natural balance and brings chaos to all.

"But I was only trying a variant of Starswirl's spell. I didn't even know unicorns could use that much power."

"Well, Starswirl did spend his last years under Discord's reign. But, we must admit we too only thought Discord and alicorns could use such spells. Why we remember when he tried it on our sister, the _prince _wasn't happy.

"Princess Celestia got turned into a… stallion?" Twilight turned beet red at the thought of her mentor being the opposite gender.

"Yes, Tia really did show him a thing or two after that. But that just demonstrates that there is a reason you are our sister's star pupil."

"So then you came here to help us?" Twilight timidly asked.

"Yes, it is the least we can do after the joy you brought us on Nightmare Ni-"

"Twilight!" A pink mare burst through the entrance of the library. She was followed by four other ponies. "We're looking for Cloudy and we thought she migh-" Pinkie then noticed Luna. "Nightmare Mo- I mean Luna!"

"Whoa nelly! Definitely wasn't expecting ta see ya here tonight Princess!" Applejack took off her hat in respect. "Then again it has been a bit of a strange day with Cloudy and all."

"Wow! Princess, I didn't expect to see you again in Ponyville! You here to play some pranks?" Dash smiled.

"I think the Princess would come here for more pressing issues." Rarity trotted forward and then kneeling down to the Princess. "It is an honor to meet you Princess Luna, but, if I may ask, what exactly brings royalty to Ponyville?"

"We have come to aid thine friend, fair Rarity." Luna gestured over towards Star and Twilight.

"Oh my," Fluttershy nervously looked up at Twilight and Star.

"Oh wow! Twilight, you look funny as a stallion!" Pinkie beamed. "Now I definitely believe what Rarity said about Cloudy and the whole 'oh no! I'm a mare!' thing!"

"Shucks, now Ah see it and Ah still don't believe it." Applejack rubbed her eyes as she looked at the stalionized Twilight.

"Heh, um, hi girls," Twilight blushed a little out of embarrassment as she and Star walked down the stairs to the first floor of the library.

"Oh my…" Rarity stood dazzled at Twilight's appearance, "I didn't think you'd make such a fine stallion Twilight, your mane looks a bit messy though."

Twilight quickly turned deeper shade of red at the comment. Luckily, Star interjected before Rarity could say anything else, "Easy with the complements Rarity. I'd have thought after my little stunt at the boutique, you'd have learned those sorts of questions can be a little… _awkward_ in our situations." Star then turned to the other ponies. "I'm really sorry I haven't been truthful with you all. I was just so worried that you'd laugh and think I was a freak."

"Why would we do that?" Dash replied.

"Yeah sugarcube… hmm guess that's not the best term to use for a stallion… but still, we're friends, we'd never laugh at ya." Applejack said as she trotted over and put a hoof on Star's shoulder.

"Heh," he smiled, "I know. But up until now I've just been so scared of mares and that I'd do something stupid and they'd all hate me for it. But you've all been great friends and you've been so accepting of the mistakes I've made."

"Thanks Star, that's really nice of you," Fluttershy timidly replied.

"We too feel that you are a good pony Star," Luna said as she floated down to join the group. "We are certain our sister would enjoy reading a letter on what you've learned."

"P-p-princess Celestia?" Star looked at Luna in shock. "I-I don't think I ever could do that."

"She's got a point Star," Twilight chimed in. "You've definitely learned a lot over the past days and you even helped me out of a tough spot."

"Speaking of which…" A blue glow began to cover Luna's horn, "We suppose it's time we got you both back to normal."

"Thank you Princess," Twilight replied.

"Yes, thank you. Let me just say one last thing though." Star turned away from the Princess and toward the other ponies. "Dash, I'm really sorry, I don't think I'll be able to keep up with you when I'm normal again."

"Hey, don't sweat it, I'll just have to train you a little harder, you might have to compete with Scootaloo now though."

"Heh, still sounds fun." Star then turned to Rarity. "Sorry about the coat."

"Oh darling, it's quite fine. It just means I get to make you a new one. Remember, you'd have needed it re-tailored anyway."

"Sounds like a plan." Star then turned back to the Princess. "Ok your highness… I'm ready."

"Ok, it's been a couple millennia since we've had to do this, so it might be a little unpleasant. You should probably close your eyes." As the princess spoke, the aura around her horn grew brighter as it began to envelope Star and Twilight. Once they were fully covered in the aura it turned blazing white and for a second everypony except for the Princess was blinded. The spell's potency also stirred up a heavy dust cloud.

Star was still coughing when he began to regain his sight. "Magic, geez, I'm glad I wasn't born with a- my voice! It's mine again!" Star ecstatically ran a hoof through his mane and over his face. His mane was short again and his muzzle was square once more as well. "Oh thank Equestria, I'm me again!" Star stopped his celebration to blow back some of the dust with his wings. He wanted to make sure Twilight was ok as well. "Twilight? You ok?" A silhouette first appeared in the fog and then a full pony.

"Yes Star," Twilight replied as she ran a hoof down her mane, thankful that it and everything else seemed back to normal. She then turned to where Luna's shadow was. "Thank you so much Princess."

With a flap of her powerful wings, Luna dispelled the rest of the dust in the library. "It is nothing for friends. We were only doing what was right."

"I agree with Twilight though." Star bowed once more to the Princess. "We have you to thank for helping us out of this situation."

"Aw, come on! Enough with all the thanks." Dash said in a mock-exasperated voice. She then looked over Star's normal form. "So you're really back to normal now?"

"Yeah, not exactly the best fit for aerodynamics." Star looked up at the flying pegasus.

"Eh, we'll work on it."

"Heh, after what happened last time, I'm kinda scared how much work that'll be," Star playfully teased. "Actually, I'll probably get pretty tired trying to keep up with you. I might need some good food to keep my energy up." Star had now turned his head toward Applejack.

"Ah hear ya. Ma offer still stands about the apples, just don't go too overboard with it, ok?

"I wouldn't dream of-" Star paused for a second, some dust was tickling his nose. "Achoo!" He sneezed. "Sorry, as I was saying, I'd never abuse such a pri- why are you all looking at me like that?" All seven ponies now had shocked looks on their faces as they stared at Star.

"Hmm, it appears we were a bit more rusty than we thought." Luna had a concerned look on her face.

"Princess what are yo-" Star noticed his voice was feminine again. "But how?"

"Oh no!" Twilight's nose had also been tickled by the dust. "Achoo!" However, after her sneeze, Twilight still appeared perfectly normal.

"Hmm, that is most strange." Luna seemed as bemused as the other ponies. "Twilight Sparkle, was there anything different when you cast the spell on yourself?"

"Well I had a little better control of the spell when it backfired on me." Twilight looked nervously between Star and Luna.

"Ah, that must be the reason why our spell did not fully work on thine friend." Luna then turned over to Star. "Fair Star, we are most sorry, we are not sure if we can fully reverse the spell."

Star looked up and the Princess and then down and the floor and thought for a second. "Well… I think I could get by like this. I'll just have to be a little more careful around pepper," He gave a smile.

"Star," Fluttershy meekly looked over at her friend, "are you sure about that?"

"Yeah," Star gave Fluttershy a comforting smile, "after all mares are just like other ponies, right?"

"I know!" Pinkie bounced up, excited that Star was still happy despite what could have been a major setback. "It's like what I said, only you said it this time and that makes it more exciting!"

"Heh, I guess it does." Star now looked up at Dash. "Guess I won't be a too great a disadvantage now?"

"Aw yeah!" Dash flew down and gave Star a high-five. "That's the spirit!"

"Thanks Dash." Star now turned to Rarity. "You know, seeing as I'm like this now, do you think I could just get a loose-fit co- Achoo!" Star was now back to his stallion form. "-coat, I'd hate to sneeze and ruin another coat."

"Oh, certainly. I must admit, this will definitely be the most unique custom order I've made."

"I'm sure you can do it." Star laughed. "Although I guess I'll have to be a little careful when I'm at the market and I'm buying apples. I think I may have made things a little awkward with Big Mac."

"A'm sure ma brother with understand." Applejack thought about the situation a little more. "Ya know Ah think you're the first mare he ever said that to."

"I…" Star's face contorted as he tried to hold back a laugh, but he failed. "Oh wow! I guess that probably wasn't the best starting point." He fell on his side laughing.

Dash started snickering at the concept also. "I wonder which one of you had worse luck with mares?" It seemed that Star's laughter was contagious, as all the other ponies started laughing too. Luna and Twilight still stood on the sidelines, bemused by the situation.

"Twilight Sparkle, your friends truly are a curious bunch. But who is this 'Big Mac' they keep referring to."

"He's Applejack's older brother… he apparently thought Star was… cute." Twilight blushed as the thought of romance, it'd been one realm she her studies had very little use in.

"But was Star not originally a stallion? I do not understand what is so fun- oh… oh my." Much to Twilight's shock, the Princess's face grew red as well. "We are not very experienced in such matters, but…"a smile began to appear on Luna's face, "we must admit that we can now see how it is 'funny.'" She snickered a little.

"Well…" Twilight looked over at her friends. A smile grew on her face as she saw them all having fun, "you know, since you're here Princess, we might as well-"

"Have a party!" Pinkie suddenly popped up between the two ponies. "We didn't even get to finish the last one, so we'll have to make this one extra fun!"

"We agree!" Luna nodded. "You won't scream this time right?"

"Nah, that's only really fun to do on Nightmare Night, unless you're making it Nightmare Night Two, then I'll definitely scream and wear a costume and eat lots of candy!" Pinkie was nearly touching Luna's face at this point.

"We think we would just enjoy a regular party."

"Oki-dokie-loki!" Pinkie then spontaneously produced her signature party canon and blasted it. It was the start of a very long and fun party that lasted until the early hours in the morning. Even Luna passed out from exhaustion. But, as all the ponies were sleeping on the library's floor they all had big smiles on their faces.


	7. Epilogue: A Mare's tale

Fireworks lit up the Neighpon sky. It was the night of the Spring Sun Celebration. The rustic streets were filled with various food stalls and game booth. Wherever there wasn't a stall there were ponies crowding the streets. The celebration was one of the biggest in all Neighpon, on par with Ponyville's Winter Wrap Up. However, unlike it's Equestrian equivalent, the Spring Sun Celebration utilized various magical implements to end winter and bring in spring. The two greatest magical aspects were the cherry blossom trees that lined the Neighpon streets and glowed with a neon light and the fireworks overhead.

The fireworks were a magnificent sight and their complexity was unrivaled. They were so intricate that they were even able to tell stories. The one currently going on appeared to be the tale of a tiny filly making friends with a large dragon. While the filly was a simple outline of fireworks, the dragon was a massive three-dimensional array fire and gunpowder. Its heat alone warmed up the cold night and its fire illuminated the darkness.

"They really do know how to put on a show," Star mused as he sipped on some tea in a local shop and looked up at the magnificent display playing out in the sky. He had been out streets for a long time checking out all the stalls in the small Neighponese town. But even in a small town like this, things were quite lively and navigating through the crowds had worn Star out.

While most of his diplomatic business was done in the Imperial Capital, his fieldwork often involved traveling to small towns such as the one he was currently in. Truth-be-told, he actually enjoyed the small towns a bit more. The Capital was glamorous, but it was also big and imposing. When Star was in the city he truly felt like a foreigner, but out in the countryside, where everypony knew each other, he felt a little more at home.

As he gazed up into the story of the dragon becoming friends with the girl he couldn't help but wonder what all his friends were doing in Ponyville. _Heh, Twilight's probably still trying out new spells… probably a bit more carefully now. Rarity's seemed to be doing well with business when I left, never would have thought the uni-coat would sell so well. Fluttershy is probably tending to her animals; wonder is she ever went back to the spa? Dash was making pretty good progress with Scootaloo, I still can't believe that little filly beat me in our final race. I hope Ponville isn't a smoldering party crater when I get back. What with the Cakes' foals becoming miniature Pinkie Pies, with horns and wings no less._ Pinkie was a handful on her own but the thought of three party ponies was a thought that could scare any pony.

Star blushed a little when he thought what Applejack might be doing. Ironically, ever since Star had been cured, he'd only bought apples when Applejack was manning the Sweet Apple Acres stand. He immediately left the market whenever Big Mac was at the stand. That is until a certain blue unicorn and suddenly appeared in the middle of the market one day in a great ball of smoke. Unfortunately, Star had been right by the epicenter of the mare's appearance and the smoke had triggered a bad sneeze in him. He was lucky on the showmare had seen his transformation.

"So you think you can upstage the Great and Powerful Trixie! I won't have it, first that darned purple unicorn and now a pegasus trying to beat me in sorcery? This town has dealt enough insults to me! Leave before I get angry!" Trixie was starring daggers at Star. All Star could do was remain immobilized, outside of the friends he'd made as mare, nopony knew what had happened to him. Yet, here he was, his secret fully revealed to the entire town. The angry magician facing him wasn't helping matters. "Well? Are you going to leave or is Trixie going to have to make you?" Her horn started to glow with a clear blue aura. But just as she was about to unleash a spell, a large red stallion stepped between the two mares.

"Now Mam, A'm gonna have ta ask ya ta leave ma friend alone." Big Mac snorted. Even if Trixie were as great a magic user as she claimed, she was still intimidated by the look Big Mac was giving her. For a second the whole market was quiet as everypony watched the events unfold.

Trixie closed her eyes. "Fine," Trixie indignantly flipped her nose up. "Trixie knows when a crowd is unruly!" In another puff of smoke she was gone leaving a confused crowd, a shocked pegasus, and a stoic stallion.

"Ya all right?" Big Mac now turned back to Star, who was still half-scared to death from what had just happened.

"I…I… yeah but I really should be going." _Oh no, not again, please don't pull the knight in shinning armor stuff please!_

"Well ma sister and Ah still have some apples to give ya. She said ya liked them whenever you're _star gazing_." Big Mac gave Star a wink.

"How… how did you?"

"Ma sister ain't the best liar. When Ah asked what happened to ya, she tried to say ya'd moved away but Ah could tell something was up. Gotta admit, I felt mighty shocked when Ah found out. A'm just glad Ah didn't do anything else that day. Ma sister would have never let me live it down."

"I'm glad too." Star smiled. "But I guess it's a good thing this finally got resolved. I was worried I'd never be able to talk to you again after that… you know awkwardness being what it is."

"Ah suppose." Big Mac shared an equally awkward smile.

"Well it only took a flamboyant showmare to cut the tension. I had to have a princess come in to help some my last gripe." Star chuckled a little, unfortunately it came out as a girly giggle. Big Mac couldn't help but blush a little.

"Sorry about that." He looked down awkwardly. "Can't help natural instincts."

"I suppose fate just likes being funny that way." Star shrugged his wings. "Actually I guess it's a good thing I'm like this now. I've got race training with Dash soon."

"Well be sure ta pick up some apples after you're done."

"Are you kidding? Sweet Apples the be-"

"Sky!" came a rambunctious voice. An orange filly zoomed down toward the two other ponies. However, her landing wasn't perfect and she rolled into the ground, but Star caught her with a wing.

"Easy there Scootaloo, I see you still need to practice your landing a little."

"Ugh," Scootaloo dusted herself off as she stood back up, "you sound like my mom."

"You fillies are so silly!" Star's concern for the young flier had earned him the moniker of "sky mom" among the young pegasus and her friends. He was used to the title now but he'd had quite a fit when the Crusaders had first called him that. "I'd make a terrible mother." Star inwardly laughed a little at the joke.

"Well don't just stand here talking with Big Mac all day!" Scootaloo hovered anxiously in the air around Star and pulled at his wings in anticipation. "C'mon, Rainbow Dash said she set up an awesome obstacle course for us today."

"Ghastly Gorge again?"

"Probably!" Scootaloo beamed.

"You're not gonna get eaten by a Quarray eel again are you?"

"Sh-shut up!" Scootaloo now had an embarrassed look on her face.

"Ha-ha I'm just teasing you Scootaloo." Star began to ascend into the air, ready to feel the currents of the sky once again. "But you're right, we should probably get going."

"All right!" Scootaloo blasted off to whatever location Dash was waiting for them at. "Last one there is a rotten egg!"

Star looked down to the red stallion. "Sorry Big Mac, I gotta go, I'll never here the end of it if she gets there before me. I'll be back later for some apples ok?"

"Eeyup."

"Sorry for the misunderstanding!" Star yelled as he rocketed off to catch up with Scootaloo. "Scootaloo, get back here!"

Big Mac stared as the two ponies flew off. But he snapped back to attention at the sound of a voice. "Big Macintosh, who was that just now?" Cherilee trotted up towards him.

"Just a friend," he stoically replied.

"Ok, you're not have a secret fillyfriend behind my back are you?" She playfully teased.

"Of course not pumpkin pie."

"すーすみません。"A voice broke Star out of his reminiscing. A pony was standing next to him. She had a green mane that was collected into a single braid that rested on her neck. Its vibrant color would have matched perfectly among the rural greenery. Her tan coat helped complement the natural aura that emanated from the earth pony. A chrysanthemum flower adorned her flank. But her most unique trait was her eyes: they were blazing scarlet, but there also was a softness to them. "_Excuse me, but is this seat open?_" She gestured to the empty spot on the bench next to Star. She had been lucky to find a spot at all. Like all the shops that had a view of the sky that night, the teashop she and Star were in was filled to the brim. She seemed a little nervous about talking to Star.

"_Sure," _Star replied, always happy to have a chance to utilize Neighponese. _"I had some leftover sweets anyway. Take a seat, the view is great from here."_ He smiled.

"_O-ok."_ The mare was pulling very good Fluttershy impression as she timidly sat down next to Star. For a little while they both looked at the fireworks above. Star was visibly more interested in the display though, it was his first time seeing it after all.

"Wow," Star said in awe as single firework erupted into a neon-colored alicorn.

"_Um, excuse me… but are you a foreigner?"_ As soon as she spoke, the mare turned her red tinted face down to the ground.

"_Yeah, I'm here on business for Equestria. But it's always nice to talk with the locals here." _Star kept a cheery smile. "_Oh, where are my manners?" _Star bowed his head toward the other pony. _"Name's Star Gazer it's an honor to meet you."_

"_I…I'm Crimson Lily." _She blushed even more now and quickly turned her head away from Star.

"_Something wrong?_" Star asked with some concern.

"_It…it's just…I'm not good around stallions!"_ The last part came out in a large blur. Star just smiled at the irony of the situation. "_Oh why are you smiling? You must think I'm a joke."_

"_Oh no_," Star reassured Crimson, _"you know, I actually used to turn into a stuttering wreck around mares."_

"_R-really?"_

"_Yep, but then I me-"_

"_Heads up!" _Yelled a waiter. He'd tripped on one of the many patrons' legs and had sent a bunch of salt and pepper shakers flying. They landed right on Star's head sending a cloud of salt and pepper onto his face.

"_Oh my goodness! Are you ok?_" Crimson said, anxiety filled her voice.

Star coughed for a second before letting out a huge sneeze. Needless to say Crimson and many of the other patrons had quite shocked looked on their faces. It wasn't every day that you saw a stallion turn into a mare. "Heh," Star smiled at Crimson, "well you said you got nervous around stallions."

The End


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